CODING: Words stricken are deletions; words underlined are additions.





                                                   HOUSE AMENDMENT

                                                  Bill No. HB 1569

    Amendment No.     (for drafter's use only)

                            CHAMBER ACTION
              Senate                               House
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 5                                           ORIGINAL STAMP BELOW

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10                                                                

11  Representative(s) Goodlette offered the following:

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13         Amendment (with title amendment) 

14         On page 1, line 27 through page 3, line 13,

15  remove from the bill:  all of said lines

16

17  and insert in lieu thereof:

18  reversion or impairment. The surviving entity shall record a

19  certified copy of the articles of merger in any county in

20  which a merging entity holds an interest in real property.

21  Title to real property or any interest therein shall be

22  conveyed by the recordation of a deed with payment of

23  applicable taxes thereon.

24         Section 2.  Subsection (15) is added to section 865.09,

25  Florida Statutes, to read:

26         865.09  Fictitious name registration.--

27         (15)  LEGAL DESIGNATION OF ENTITY.--Notwithstanding any

28  other provision of law to the contrary, a fictitious name

29  registered as provided in this section for a corporation,

30  limited liability company, limited liability partnership, or

31  limited partnership is not required to contain the designation

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    File original & 9 copies    04/17/00
    hrp0004                     02:51 pm         01569-0076-414391




                                                   HOUSE AMENDMENT

                                                  Bill No. HB 1569

    Amendment No.     (for drafter's use only)





 1  of the type of legal entity in which the person or business is

 2  organized, including the terms "corporation," "limited

 3  liability company," "limited liability partnership," "limited

 4  partnership," or any abbreviation or derivative thereof.

 5         Section 3.  Subsection (2) of section 608.4383, Florida

 6  Statutes, is amended to read:

 7         608.4383  Effect of merger.--When a merger becomes

 8  effective:

 9         (2)  The title to all real estate and other property,

10  other than real property or any interest therein, owned by

11  each domestic limited liability company corporation and other

12  business entity that is a party to the merger is vested in the

13  surviving entity without reversion or impairment. The

14  surviving entity shall record a certified copy of the articles

15  of merger in any county in which a merging entity holds an

16  interest in real property.  Title to real property or any

17  interest therein shall be conveyed by the recordation of a

18  deed with payment of applicable taxes thereon.

19         Section 4.  Paragraph (b) of subsection (1) of section

20  620.204, Florida Statutes, is amended to read:

21         620.204  Effect of merger.--

22         (1)  When a merger becomes effective:

23         (b)  The title to all real estate and other property,

24  other than real property or any interest therein, owned by

25  each domestic limited partnership corporation and other

26  business entity that is a party to the merger is vested in the

27  surviving entity without reversion or impairment. The

28  surviving entity shall record a certified copy of the articles

29  of merger in any county in which a merging entity holds an

30  interest in real property.  Title to real property or any

31  interest therein shall be conveyed by the recordation of a

                                  2

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                                                   HOUSE AMENDMENT

                                                  Bill No. HB 1569

    Amendment No.     (for drafter's use only)





 1  deed with payment of applicable taxes thereon.

 2         Section 5.  Subsection (2) of section 620.8904, Florida

 3  Statutes, is amended to read:

 4         620.8904  Effect of conversion; entity unchanged.--

 5         (2)  When a conversion takes effect:

 6         (a)  Title to all real estate and other personal

 7  property owned by the converting partnership or limited

 8  partnership is remains vested in the converted entity without

 9  reversion or impairment. Title to all real property owned by

10  the converting partnership or limited partnership shall be

11  transferred by deed to the converted entity; and

12         (b)  All liabilities and obligations of the converting

13  partnership or limited partnership continue as liabilities and

14  obligations of the converted entity.

15         (c)  The surviving partnership or limited partnership

16  shall record a certified copy of the certificate of limited

17  partnership, or the cancellation of the certificate of limited

18  partnership, as applicable, in any county in which the

19  partnership holds an interest in real property.

20         Section 6.  Subsection (1) of section 620.8906, Florida

21  Statutes, is amended to read:

22         620.8906  Effect of merger.--

23         (1)  When a merger takes effect:

24         (a)  The separate existence of every partnership or

25  limited partnership which is a party to the merger, other than

26  the surviving entity, ceases;

27         (b)  Title to all real estate and other personal

28  property, or any interest therein, owned by each of the

29  domestic merged partnerships or limited partnerships vests in

30  the surviving entity without reversion or impairment. The

31  surviving entity shall record a certified copy of the articles

                                  3

    File original & 9 copies    04/17/00
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                                                   HOUSE AMENDMENT

                                                  Bill No. HB 1569

    Amendment No.     (for drafter's use only)





 1  of merger in any county in which a merging entity holds an

 2  interest in real property.  Title to all real property owned

 3  by each of the merged partnerships or limited partnerships

 4  shall be transferred by deed to the surviving entity;

 5         (c)  All liabilities and obligations of each

 6  partnership or limited partnership which is a party to the

 7  merger become the liabilities and obligations of the surviving

 8  entity;

 9         (d)  A claim existing or action or proceeding pending

10  by or against a partnership or limited partnership which is a

11  party to the merger may be continued as if the merger had not

12  occurred, or the surviving entity may be substituted as a

13  party to the action or proceeding;

14         (e)  Neither the rights of creditors of a converting

15  partnership or limited partnership nor any liens upon the

16  property of any party to the merger are impaired by such

17  merger; and

18         (f)  Each partner of a party to the merger is entitled

19  only to the rights provided in the plan of merger.

20

21

22  ================ T I T L E   A M E N D M E N T ===============

23  And the title is amended as follows:

24         On page 1, lines 2 through 15,

25  remove from the title of the bill:  all of said lines

26

27  and insert in lieu thereof:

28         An act relating to business entities; amending

29         ss. 607.11101, 608.4383, 620.204, 620.8906,

30         F.S.; deleting requirement that a deed be

31         recorded in order to transfer title to real

                                  4

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                                                   HOUSE AMENDMENT

                                                  Bill No. HB 1569

    Amendment No.     (for drafter's use only)





 1         property incident to merger; requiring a

 2         surviving entity in certain circumstances to

 3         record certain documents; amending s. 865.09,

 4         F.S.; providing that a registered fictitious

 5         name is not required to contain the legal

 6         designation of the entity registering the

 7         fictitious name; clarifying necessary elements

 8         of a fictitious name; amending s. 620.8904,

 9         F.S.; deleting requirement that a deed be

10         recorded in order to transfer title to real

11         property incident to conversion of a

12         partnership or a limited partnership; requiring

13         a surviving partnership in certain

14         circumstances to record certain documents;

15         creating s. 694.16, F.S., relating to

16         conveyances incident to the merger or

17         conversion of a business entity; providing a

18         directive to the Division of Statutory

19         Revision; providing an effective date.

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    File original & 9 copies    04/17/00
    hrp0004                     02:51 pm         01569-0076-414391