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2013 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 620 PARTNERSHIP LAWS Entire Chapter
SECTION 8914
Filings required for conversion; effective date.
F.S. 620.8914
620.8914 Filings required for conversion; effective date.—
1(1) After a plan of conversion is approved:
(a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. 620.8105, which must include:
1. A statement that the partnership has been converted into another organization.
2. The name and form of the organization and the jurisdiction of its governing law.
3. The date the conversion is effective under the governing law of the converted organization.
4. A statement that the conversion was approved as required by this act.
5. A statement that the conversion was approved as required by the governing law of the converted organization.
6. If 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. 620.8915(3).
(b) In 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:
1. A registration statement in accordance with s. 620.8105.
2. A certificate of conversion, in accordance with s. 620.8105, signed by a general partner of the partnership in accordance with s. 620.8105(6) and by the converting organization as required by applicable law, which certificate of conversion must include:
a. A statement that the partnership was converted from another organization.
b. The name and form of the converting organization and the jurisdiction of its governing law.
c. A statement that the conversion was approved as required by this act.
d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.
e. The effective time of the conversion, if other than the time of the filing of the certificate of conversion.

A 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. 605.1045, s. 607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of s. 620.8915(4).

(2) A conversion becomes effective:
(a) If 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. 620.8105.
(b) If the converted organization is not a partnership, as provided by the governing law of the converted organization.

A certificate of conversion acts as a cancellation of any registration statement for a converting partnership for purposes of s. 620.8105, and the cancellation shall be deemed filed upon the effective date of the conversion.

History.—s. 22, ch. 2005-267; s. 16, ch. 2008-187; ss. 18, 19, ch. 2013-180.
1Note.—Section 19, ch. 2013-180, amended subsection (1), effective January 1, 2015, to read:

(1) After a plan of conversion is approved:

(a) A converting partnership shall deliver to the Department of State for filing a registration statement in accordance with s. 620.8105, if such statement was not previously filed, and a certificate of conversion, in accordance with s. 620.8105, which must include:

1. A statement that the partnership has been converted into another organization.

2. The name and form of the organization and the jurisdiction of its governing law.

3.  The date the conversion is effective under the governing law of the converted organization.

4. A statement that the conversion was approved as required by this act.

5. A statement that the conversion was approved as required by the governing law of the converted organization.

6. If 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. 620.8915(3).

(b) In 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:

1. A registration statement in accordance with s. 620.8105.

2. A certificate of conversion, in accordance with s. 620.8105, signed by a general partner of the partnership in accordance with s. 620.8105(6) and by the converting organization as required by applicable law, which certificate of conversion must include:

a. A statement that the partnership was converted from another organization.

b. The name and form of the converting organization and the jurisdiction of its governing law.

c. A statement that the conversion was approved as required by this act.

d. A statement that the conversion was approved in a manner that complied with the converting organization’s governing law.

e. The effective time of the conversion, if other than the time of the filing of the certificate of conversion.

A 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. 605.1045, s. 607.1115, or s. 620.2104(1)(b) and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of s. 620.8915(4).