Senate Bill 2190c1
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Florida Senate - 2000 CS for SB 2190
By the Committee on Judiciary and Senator Saunders
308-1889-00
1 A bill to be entitled
2 An act relating to business entities; amending
3 ss. 607.11101, 608.4383, 620.204, 620.8906,
4 F.S.; deleting requirement that a deed be
5 recorded in order to transfer title to real
6 property incident to merger; amending s.
7 608.406, F.S.; clarifying application of
8 limited liability company name requirements to
9 a fictitious name; amending s. 620.8904, F.S.;
10 deleting requirement that a deed be recorded in
11 order to transfer title to real property
12 incident to conversion of a partnership or a
13 limited partnership; creating s. 694.16, F.S.,
14 relating to conveyances incident to the merger
15 or conversion of a business entity; providing a
16 directive to the Division of Statutory
17 Revision; providing an effective date.
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19 Be It Enacted by the Legislature of the State of Florida:
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21 Section 1. Subsection (2) of section 607.11101,
22 Florida Statutes, is amended to read:
23 607.11101 Effect of merger of domestic corporation and
24 other business entity.--When a merger becomes effective:
25 (2) The title to all real estate and other property,
26 other than real property or any interest therein, owned by
27 each domestic corporation and other business entity that is a
28 party to the merger is vested in the surviving entity without
29 reversion or impairment. Title to real property or any
30 interest therein shall be conveyed by the recordation of a
31 deed with payment of applicable taxes thereon.
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 CS for SB 2190
308-1889-00
1 Section 2. Subsection (3) is added to section 608.406,
2 Florida Statutes, to read:
3 608.406 Limited liability company name.--
4 (3) The provisions of paragraph (1)(a) do not apply to
5 a fictitious name registered pursuant to s. 865.09.
6 Section 3. Subsection (2) of section 608.4383, Florida
7 Statutes, is amended to read:
8 608.4383 Effect of merger.--When a merger becomes
9 effective:
10 (2) The title to all real estate and other property,
11 other than real property or any interest therein, owned by
12 each domestic limited liability company corporation and other
13 business entity that is a party to the merger is vested in the
14 surviving entity without reversion or impairment. Title to
15 real property or any interest therein shall be conveyed by the
16 recordation of a deed with payment of applicable taxes
17 thereon.
18 Section 4. Paragraph (b) of subsection (1) of section
19 620.204, Florida Statutes, is amended to read:
20 620.204 Effect of merger.--
21 (1) When a merger becomes effective:
22 (b) The title to all real estate and other property,
23 other than real property or any interest therein, owned by
24 each domestic limited partnership corporation and other
25 business entity that is a party to the merger is vested in the
26 surviving entity without reversion or impairment. Title to
27 real property or any interest therein shall be conveyed by the
28 recordation of a deed with payment of applicable taxes
29 thereon.
30 Section 5. Subsection (2) of section 620.8904, Florida
31 Statutes, is amended to read:
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 CS for SB 2190
308-1889-00
1 620.8904 Effect of conversion; entity unchanged.--
2 (2) When a conversion takes effect:
3 (a) Title to all real estate and other personal
4 property owned by the converting partnership or limited
5 partnership is remains vested in the converted entity without
6 reversion or impairment. Title to all real property owned by
7 the converting partnership or limited partnership shall be
8 transferred by deed to the converted entity; and
9 (b) All liabilities and obligations of the converting
10 partnership or limited partnership continue as liabilities and
11 obligations of the converted entity.
12 Section 6. Subsection (1) of section 620.8906, Florida
13 Statutes, is amended to read:
14 620.8906 Effect of merger.--
15 (1) When a merger takes effect:
16 (a) The separate existence of every partnership or
17 limited partnership which is a party to the merger, other than
18 the surviving entity, ceases;
19 (b) Title to all real estate and other personal
20 property, or any interest therein, owned by each of the
21 domestic merged partnerships or limited partnerships vests in
22 the surviving entity without reversion or impairment. Title
23 to all real property owned by each of the merged partnerships
24 or limited partnerships shall be transferred by deed to the
25 surviving entity;
26 (c) All liabilities and obligations of each
27 partnership or limited partnership which is a party to the
28 merger become the liabilities and obligations of the surviving
29 entity;
30 (d) A claim existing or action or proceeding pending
31 by or against a partnership or limited partnership which is a
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 CS for SB 2190
308-1889-00
1 party to the merger may be continued as if the merger had not
2 occurred, or the surviving entity may be substituted as a
3 party to the action or proceeding;
4 (e) Neither the rights of creditors of a converting
5 partnership or limited partnership nor any liens upon the
6 property of any party to the merger are impaired by such
7 merger; and
8 (f) Each partner of a party to the merger is entitled
9 only to the rights provided in the plan of merger.
10 Section 7. Section 694.16, Florida Statutes, is
11 created to read:
12 694.16 Conveyances by merger or conversion of business
13 entities.--As to any merger or conversion of business entities
14 prior to the effective date of this act, the title to all real
15 estate, or any interest therein, owned by a business entity
16 that was a party to a merger or a conversion is vested in the
17 surviving entity without reversion or impairment,
18 notwithstanding the requirement of a deed which was previously
19 required by s. 607.11101, s. 608.4383, s. 620.204, s.
20 620.8904, or s. 620.8906.
21 Section 8. In the next addition of the official
22 Florida Statutes, the Division of Statutory Revision is
23 directed to replace the phrase "the effective date of this
24 act" in section 694.16, Florida Statutes, with the date on
25 which this act takes effect.
26 Section 9. This act shall take effect upon becoming a
27 law.
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 CS for SB 2190
308-1889-00
1 STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
COMMITTEE SUBSTITUTE FOR
2 SB 2190
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4 A new section is added to the bill which amends s. 608.406,
F.S. Subsection (3) provides that the provisions of subsection
5 (1)(a) of s. 608.406, F.S., shall not apply to a fictitious
name registered with the Division of Corporations of the
6 Department of State pursuant to s. 865.09, F.S. Accordingly,
limited liability companies whose names have been registered
7 under the Fictitious Name Act do not have to include the
words, abbreviations, or designations required by s.
8 608.406(1)(a), F.S., in their company names.
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