SECTION 620.8914. Filings required for conversion; effective date.
Latest version.
1(1) 2After a plan of conversion is approved:
9(a) 10A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 29620.8105, 30if such statement was not previously filed, and a certificate of conversion, in accordance with s. 46620.8105, 47which must include:
501. 51A statement that the partnership has been converted into another organization.
622. 63The name and form of the organization and the jurisdiction of its governing law.
773. 78The date the conversion is effective under the governing law of the converted organization.
924. 93A statement that the conversion was approved as required by this act.
1055. 106A statement that the conversion was approved as required by the governing law of the converted organization.
1236. 124If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 160620.8915(3)161.
162(b) 163In the case of a converting organization converting into a partnership to be governed by this act, the converting organization shall deliver to the Department of State for filing:
1921. 193A registration statement in accordance with s. 200620.8105201.
2022. 203A certificate of conversion, in accordance with s. 211620.8105, 212signed by a general partner of the partnership in accordance with s. 224620.8105(6)225and by the converting organization as required by applicable law, which certificate of conversion must include:
241a. 242A statement that the partnership was converted from another organization.
252b. 253The name and form of the converting organization and the jurisdiction of its governing law.
268c. 269A statement that the conversion was approved as required by this act.
281d. 282A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.
300e. 301The effective time of the conversion, if other than the time of the filing of the certificate of conversion.
320A converting domestic partnership is not required to file a certificate of conversion pursuant to paragraph (a) if the converting domestic partnership files articles of conversion or a certificate of conversion that substantially complies with the requirements of this section pursuant to s. 363605.1045, 3641365s. 366607.1115, 367or s. 369620.2104(1)(b)370and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of s. 395620.8915(4)396.
397(2) 398A conversion becomes effective:
402(a) 403If the converted organization is a partnership, at the time specified in the certificate of conversion, which may be as of or after the time of the filing of the certificate of conversion, and, if the certificate of conversion does not contain such an effective time, the effective time shall be upon the filing of the certificate of conversion with the Department of State. However, if the certificate has a delayed effective date, the certificate may not be effective any later than the 90th day after the date it was filed and the effective date may not be any earlier than the effective date of the registration statement filed with the Department of State for the partnership in accordance with s. 524620.8105525.
526(b) 527If the converted organization is not a partnership, as provided by the governing law of the converted organization.
545A certificate of conversion acts as a cancellation of any registration statement for a converting partnership for purposes of s. 565620.8105, 566and the cancellation shall be deemed filed upon the effective date of the conversion.
