Senate Bill 2190er

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    2000 Legislature                 CS for SB 2190, 2nd Engrossed



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  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; requiring a

  7         surviving entity in certain circumstances to

  8         record certain documents; amending s. 865.09,

  9         F.S.; providing that a registered fictitious

10         name is not required to contain the legal

11         designation of the entity registering the

12         fictitious name; clarifying necessary elements

13         of a fictitious name; amending s. 620.8904,

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

15         recorded in order to transfer title to real

16         property incident to conversion of a

17         partnership or a limited partnership; requiring

18         a surviving partnership in certain

19         circumstances to record certain documents;

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

21         conveyances incident to the merger or

22         conversion of a business entity; providing a

23         directive to the Division of Statutory

24         Revision; providing an effective date.

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26  Be It Enacted by the Legislature of the State of Florida:

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28         Section 1.  Subsection (2) of section 607.11101,

29  Florida Statutes, is amended to read:

30         607.11101  Effect of merger of domestic corporation and

31  other business entity.--When a merger becomes effective:


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    2000 Legislature                 CS for SB 2190, 2nd Engrossed



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

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

  3  each domestic corporation and other business entity that is a

  4  party to the merger is vested in the surviving entity without

  5  reversion or impairment. The surviving entity shall record a

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

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

  8  Title to real property or any interest therein shall be

  9  conveyed by the recordation of a deed with payment of

10  applicable taxes thereon.

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

12  Florida Statutes, to read:

13         865.09  Fictitious name registration.--

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

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

16  registered as provided in this section for a corporation,

17  limited liability company, limited liability partnership, or

18  limited partnership is not required to contain the designation

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

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

21  liability company," "limited liability partnership," "limited

22  partnership," or any abbreviation or derivative thereof.

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

24  Statutes, is amended to read:

25         608.4383  Effect of merger.--When a merger becomes

26  effective:

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

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

29  each domestic limited liability company corporation and other

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

31  surviving entity without reversion or impairment. The


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    2000 Legislature                 CS for SB 2190, 2nd Engrossed



  1  surviving entity shall record a certified copy of the articles

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

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

  4  interest therein shall be conveyed by the recordation of a

  5  deed with payment of applicable taxes thereon.

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

  7  620.204, Florida Statutes, is amended to read:

  8         620.204  Effect of merger.--

  9         (1)  When a merger becomes effective:

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

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

12  each domestic limited partnership corporation and other

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

14  surviving entity without reversion or impairment. The

15  surviving entity shall record a certified copy of the articles

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

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

18  interest therein shall be conveyed by the recordation of a

19  deed with payment of applicable taxes thereon.

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

21  Statutes, is amended to read:

22         620.8904  Effect of conversion; entity unchanged.--

23         (2)  When a conversion takes effect:

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

25  property owned by the converting partnership or limited

26  partnership is remains vested in the converted entity without

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

28  the converting partnership or limited partnership shall be

29  transferred by deed to the converted entity; and

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    2000 Legislature                 CS for SB 2190, 2nd Engrossed



  1         (b)  All liabilities and obligations of the converting

  2  partnership or limited partnership continue as liabilities and

  3  obligations of the converted entity.

  4         (c)  The surviving partnership or limited partnership

  5  shall record a certified copy of the certificate of limited

  6  partnership, or the cancellation of the certificate of limited

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

  8  partnership holds an interest in real property.

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

10  Statutes, is amended to read:

11         620.8906  Effect of merger.--

12         (1)  When a merger takes effect:

13         (a)  The separate existence of every partnership or

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

15  the surviving entity, ceases;

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

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

18  domestic merged partnerships or limited partnerships vests in

19  the surviving entity without reversion or impairment. The

20  surviving entity shall record a certified copy of the articles

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

22  interest in real property. Title to all real property owned by

23  each of the merged partnerships or limited partnerships shall

24  be transferred by deed to the surviving entity;

25         (c)  All liabilities and obligations of each

26  partnership or limited partnership which is a party to the

27  merger become the liabilities and obligations of the surviving

28  entity;

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

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

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


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    2000 Legislature                 CS for SB 2190, 2nd Engrossed



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

  2  party to the action or proceeding;

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

  4  partnership or limited partnership nor any liens upon the

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

  6  merger; and

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

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

  9         Section 7.  Section 694.16, Florida Statutes, is

10  created to read:

11         694.16  Conveyances by merger or conversion of business

12  entities.--As to any merger or conversion of business entities

13  prior to the effective date of this act, the title to all real

14  estate, or any interest therein, owned by a business entity

15  that was a party to a merger or a conversion is vested in the

16  surviving entity without reversion or impairment,

17  notwithstanding the requirement of a deed which was previously

18  required by s. 607.11101, s. 608.4383, s. 620.204, s.

19  620.8904, or s. 620.8906.

20         Section 8.  In the next addition of the official

21  Florida Statutes, the Division of Statutory Revision is

22  directed to replace the phrase "the effective date of this

23  act" in section 694.16, Florida Statutes, with the date on

24  which this act takes effect.

25         Section 9.  This act shall take effect upon becoming a

26  law.

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