HB 419

1
A bill to be entitled
2An act relating to corporations; amending s. 607.1109,
3F.S.; exempting a domestic corporation from the
4requirement to file articles of merger under certain
5circumstances; amending s. 607.1113, F.S.; exempting a
6domestic corporation from the requirement to file a
7certificate of conversion under certain circumstances;
8amending s. 607.1115, F.S.; requiring that each converting
9entity file a certificate of conversion with the
10Department of State; amending s. 608.4382, F.S.; exempting
11a domestic limited liability company from the requirement
12to file a certificate of merger under certain
13circumstances; amending s. 608.439, F.S.; including a
14corporation within the definition of "other business
15entity" or "another business entity"; requiring that each
16converting entity file a certificate of conversion with
17the department; amending s. 608.4403, F.S.; exempting a
18limited liability company from the requirement to file a
19certificate of conversion under certain circumstances;
20amending s. 617.1108, F.S.; exempting a domestic
21corporation not for profit from the requirement to file
22articles of merger under certain circumstances; providing
23for a copy of articles of merger or the certificate of
24merger to be filed in each county in which real property
25of a party to the merger is situated; amending s.
26620.1406, F.S.; revising the requirements for general
27partners with respect to exercising certain management
28rights; providing that the expulsion of a limited partner
29requires the consent of all of the other limited partners;
30amending s. 620.2104, F.S.; requiring that a certificate
31of conversion be signed by each general partner and by the
32converting organization; exempting a limited partnership
33from the requirement to file a certificate of conversion
34if the partnership complies with certain other laws;
35amending s. 620.8918, F.S.; providing certain exceptions
36to the requirement that each constituent partnership file
37articles of merger or a certificate of merger with the
38Department of State; amending s. 620.2204, F.S.; changing
39the date of application of provisions authorizing a
40limited partner to dissociate from a limited partnership;
41amending s. 620.8101, F.S.; redefining the term
42"statement" to exclude a statement of merger; amending s.
43620.8105, F.S.; requiring that a registration statement be
44filed with the department before filing a certificate of
45conversion or a certificate of merger; amending s.
46620.81055, F.S.; providing that a filing fee applies to a
47certificate of merger; amending s. 620.8911, F.S.;
48clarifying that the term "organization" includes a
49converted or surviving organization under certain
50circumstances; amending s. 620.8914, F.S.; revising
51certain requirements for conversions; exempting a
52partnership from filing a certificate of conversion under
53certain circumstances; providing that the certificate of
54conversion acts as a cancellation of the registration
55statement for a converting partnership; amending s.
56620.8918, F.S.; exempting a constituent partnership from
57filing a certificate of merger under certain
58circumstances; requiring that such partnership file a
59registration statement with the department if one is not
60currently on file; providing an effective date.
61
62Be It Enacted by the Legislature of the State of Florida:
63
64     Section 1.  Subsection (3) is added to section 607.1109,
65Florida Statutes, to read:
66     607.1109  Articles of merger.--
67     (3)  A domestic corporation is not required to file
68articles of merger pursuant to subsection (1) if the domestic
69corporation is named as a party or constituent organization in
70articles of merger or a certificate of merger filed for the same
71merger in accordance with s. 608.4382(1), s. 617.1108, s.
72620.2108(1) and (2), or s. 620.8918(1) and (2), and if the
73articles of merger or certificate of merger substantially
74complies with the requirements of this section. In such a case,
75the other articles of merger or certificate of merger may also
76be used for purposes of subsection (2).
77     Section 2.  Subsection (3) is added to section 607.1113,
78Florida Statutes, to read:
79     607.1113  Certificate of conversion.--
80     (3)  A converting domestic corporation is not required to
81file a certificate of conversion pursuant to subsection (1) if
82the converting domestic corporation files a certificate of
83conversion that substantially complies with the requirements of
84this section pursuant to s. 608.439, s. 620.2104(1)(b), or s.
85620.8914(1)(b) and contains the signatures required by this
86chapter. In such a case, the other certificate of conversion may
87also be used for purposes of subsection (2).
88     Section 3.  Paragraph (a) of subsection (2) of section
89607.1115, Florida Statutes, is amended to read:
90     607.1115  Conversion of another business entity to a
91domestic corporation.--
92     (2)  Any other business entity may convert to a domestic
93corporation if the conversion is permitted by the laws of the
94jurisdiction that enacted the applicable laws governing the
95other business entity and the other business entity complies
96with such laws and the requirements of this section in effecting
97the conversion. The other business entity shall file with the
98Department of State in accordance with s. 607.0120:
99     (a)  A certificate of conversion that has been executed in
100accordance with s. 607.0120 and by the other business entity as
101required by applicable law.
102     Section 4.  Subsection (3) is added to section 608.4382,
103Florida Statutes, to read:
104     608.4382  Certificate of merger.--
105     (3)  A domestic limited liability company is not required
106to file a certificate of merger pursuant to subsection (1) if
107the domestic limited liability company is named as a party or
108constituent organization in articles of merger or a certificate
109of merger filed for the same merger in accordance with s.
110607.1109(1), s. 617.1108, s. 620.2108(1) and (2), or s.
111620.8918(1) and (2), and if the articles of merger or
112certificate of merger substantially complies with the
113requirements of this section. In such a case, the other articles
114of merger or certificate of merger may also be used for purposes
115of subsection (2).
116     Section 5.  Subsection (1) and paragraph (a) of subsection
117(2) of section 608.439, Florida Statutes, are amended to read:
118     608.439  Conversion of certain entities to a limited
119liability company.--
120     (1)  As used in this section, the term "other business
121entity" or "another business entity" means a corporation; a
122common law or business trust or association; a real estate
123investment trust; a general partnership, including a limited
124liability partnership; a limited partnership, including a
125limited liability limited partnership; or any other domestic or
126foreign entity that is organized under a governing law or other
127applicable law, provided such term shall not include a domestic
128limited liability company.
129     (2)  Any other business entity may convert to a domestic
130limited liability company if the conversion is permitted by the
131laws of the jurisdiction that enacted the statute or other
132applicable law governing the other business entity and the other
133business entity complies with such laws and the requirements of
134this section in effecting the conversion. The other business
135entity shall file with the Department of State in accordance
136with s. 608.4081:
137     (a)  A certificate of conversion that has been executed by
138one or more authorized persons in accordance with s. 608.408,
139and by the other business entity as required by applicable law.
140     Section 6.  Subsection (3) is added to section 608.4403,
141Florida Statutes, to read:
142     608.4403  Certificate of conversion.--
143     (3)  A converting limited liability company is not required
144to file a certificate of conversion pursuant to subsection (1)
145if the converting limited liability company files a certificate
146of conversion that substantially complies with the requirements
147of this section pursuant to s. 607.1115, s. 620.2104(1)(b), or
148s. 620.8914(1)(b) and contains the signatures required by this
149chapter. In such a case, the other certificate of conversion may
150also be used for purposes of subsection (2).
151     Section 7.  Section 617.1108, Florida Statutes, is amended
152to read:
153     617.1108  Merger of domestic corporation and other business
154entities.--
155     (1)  Subject to s. 617.0302(16) and other applicable
156provisions of this chapter, ss. 607.1108, 607.1109, and
157607.11101 shall apply to a merger involving a corporation not
158for profit organized under this act and one or more other
159business entities identified in s. 607.1108(1).
160     (2)  A domestic corporation not for profit organized under
161this chapter is not required to file articles of merger pursuant
162to this section if the corporation not for profit is named as a
163party or constituent organization in articles of merger or a
164certificate of merger filed for the same merger in accordance
165with s. 607.1109, s. 608.4382(1), s. 620.2108(1) and (2), or s.
166620.8918(1) and (2). In such a case, the other articles of
167merger or certificate of merger may also be used for purposes of
168subsection (3).
169     (3)  A copy of the articles of merger or certificate of
170merger, certified by the Department of State, may be filed in
171the office of the official who is the recording officer of each
172county in this state in which real property of a party to the
173merger, other than the surviving entity, is situated.
174     Section 8.  Subsections (3), (4), and (5) of section
175620.1406, Florida Statutes, are amended to read:
176     620.1406  Management rights of general partner; approval
177rights of other partners.--
178     (3)  In addition to the approval of the general partners
179required by subsections (1) and (2), the approval of all limited
180partners shall also be required in order to take any of the
181actions under subsection (1) or subsection (2) with the
182exception of a transaction described in paragraph (1)(e), a
183transaction described in paragraph (1)(h), or a transaction
184described in paragraph (1)(i).
185     (4)  The approval of a plan of conversion under s. 620.2103
186or a plan of merger under s. 620.2107 shall also require the
187consent of the limited partners in the manner described therein.
188     (5)  The expulsion of a limited partner described in
189paragraph (1)(e) shall also require the consent of all of the
190other limited partners. A transaction described in paragraph
191(1)(i) shall also require approval of limited partners owning a
192majority of the rights to receive distributions as limited
193partners at the time the consent is to be effective.
194     Section 9.  Subsection (1) of section 620.2104, Florida
195Statutes, is amended to read:
196     620.2104  Filings required for conversion; effective
197date.--
198     (1)  After a plan of conversion is approved:
199     (a)  A converting limited partnership shall deliver to the
200Department of State for filing a certificate of conversion,
201signed by each general partner listed in the certificate of
202limited partnership, and must include:
203     1.  A statement that the limited partnership has been
204converted into another organization.
205     2.  The name and form of the organization and the
206jurisdiction of its governing law.
207     3.  The date the conversion is effective under the
208governing law of the converted organization.
209     4.  A statement that the conversion was approved as
210required by this act.
211     5.  A statement that the conversion was approved as
212required by the governing law of the converted organization.
213     6.  If the converted organization is a foreign organization
214not authorized to transact business in this state, the street
215and mailing address of an office which the Department of State
216may use for the purposes of s. 620.2105(3).
217     (b)  If the converting organization is not a converting
218limited partnership, the converting organization shall deliver
219to the Department of State for filing:
220     1.  A certificate of limited partnership containing the
221information required by s. 620.1201, signed by each general
222partner as required by s. 620.1204(1)(a).
223     2.  A certificate of conversion, signed by each general
224partner listed in the certificate of limited partnership
225submitted in accordance with subparagraph 1. and by the
226converting organization as required by applicable law, which
227certificate of conversion must include:
228     a.  A statement that the limited partnership was converted
229from another organization.
230     b.  The name and form of the converting organization and
231the jurisdiction of its governing law.
232     c.  A statement that the conversion was approved as
233required by this act.
234     d.  A statement that the conversion was approved in a
235manner that complied with the converting organization's
236governing law.
237     (c)  A converting limited partnership is not required to
238file a certificate of conversion pursuant to paragraph (a) if
239the converting limited partnership files a certificate of
240conversion that substantially complies with the requirements of
241this section pursuant to s. 607.1115, s. 608.439, or s.
242620.8914(1)(b) and contains the signatures required by this
243chapter. In such a case, the other certificate of conversion may
244also be used for purposes of s. 620.2105(4).
245     Section 10.  Subsection (3) of section 620.8918, Florida
246Statutes, is amended to read:
247     620.8918  Filings required for merger; effective date.--
248     (3)  Each constituent partnership shall deliver to the
249Department of State for filing a statement of registration in
250accordance with s. 620.8105, if such statement was not
251previously filed, and a certificate of merger in accordance with
252s. 620.8105, unless the constituent limited partnership is named
253as a party or constituent organization in articles of merger or
254a certificate of merger filed for the same merger in accordance
255with s. 607.1109(1), s. 608.4382(1), s. 617.1108, or subsections
256(1) and (2), and such articles of merger or certificate of
257merger substantially complies with the requirements of this
258section. In such a case, the other articles of merger or
259certificate of merger may also be used for purposes of s.
260620.2109(3).
261     Section 11.  Paragraph (c) of subsection (3) of section
262620.2204, Florida Statutes, is amended to read:
263     620.2204  Application to existing relationships.--
264     (3)  With respect to a limited partnership formed before
265January 1, 2006, the following rules apply except as the
266partners otherwise elect in the manner provided in the
267partnership agreement or by law for amending the partnership
268agreement:
269     (c)  The provisions of ss. 620.1601 and 620.1602 do not
270apply and a limited partner has the same right and power to
271dissociate from the limited partnership, with the same
272consequences, as existed immediately before January 1, 2006 July
2731, 2005.
274     Section 12.  Subsection (15) of section 620.8101, Florida
275Statutes, is amended to read:
276     620.8101  Definitions.--As used in this act, the term:
277     (15)  "Statement" means a statement of partnership
278authority under s. 620.8303, a statement of denial under s.
279620.8304, a statement of dissociation under s. 620.8704, a
280statement of dissolution under s. 620.8805, a statement of
281merger under s. 620.8918, a statement of qualification under s.
282620.9001, a statement of foreign qualification under s.
283620.9102, or an amendment or cancellation of any of the
284foregoing.
285     Section 13.  Subsection (4) of section 620.8105, Florida
286Statutes, is amended to read:
287     620.8105  Execution, filing, and recording of partnership
288registration and other statements.--
289     (4)  Except as provided in s. 620.8304 or s. 620.8704, a
290statement or a certificate of conversion or certificate of
291merger may be filed with the Department of State only if the
292partnership has filed a registration statement pursuant to
293subsection (1).  If otherwise sufficient, a certified copy of a
294statement that is filed in a jurisdiction other than this state
295may be filed with the Department of State in lieu of an original
296statement.  Any such filing has the effect provided in this act
297with respect to partnership property located in, or transactions
298that occur in, this state.
299     Section 14.  Paragraph (i) of subsection (1) of section
300620.81055, Florida Statutes, is amended to read:
301     620.81055  Fees for filing documents and issuing
302certificates; powers of the Department of State.--
303     (1)  The Department of State shall collect the following
304fees when documents authorized by this act are delivered to the
305Department of State for filing:
306     (i)  Certificate Statement of merger for each party
307thereto:  $25.
308     Section 15.  Subsection (7) of section 620.8911, Florida
309Statutes, is amended to read:
310     620.8911  Definitions.--As used in this section and ss.
311620.8912-620.8923:
312     (7)  "Organization" means a corporation; general
313partnership, including a limited liability partnership; limited
314partnership, including a limited liability limited partnership;
315limited liability company; common law or business trust or
316association; real estate investment trust; or any other person
317organized under a governing law or other applicable law,
318provided such term shall not include an organization that is not
319organized for profit, unless the not-for-profit organization is
320the converted organization in a conversion or the surviving
321organization in a conversion or a merger governed by this act.
322The term includes both domestic and foreign organizations.
323     Section 16.  Section 620.8914, Florida Statutes, is amended
324to read:
325     620.8914  Filings required for conversion; effective
326date.--
327     (1)  After a plan of conversion is approved:
328     (a)  A converting partnership shall deliver to the
329Department of State for filing a statement of registration
330statement in accordance with s. 620.8105, if such statement was
331not previously filed, and a certificate of conversion, in
332accordance with s. 620.8105, which must include:
333     1.  A statement that the partnership has been converted
334into another organization.
335     2.  The name and form of the organization and the
336jurisdiction of its governing law.
337     3.  The date the conversion is effective under the
338governing law of the converted organization.
339     4.  A statement that the conversion was approved as
340required by this act.
341     5.  A statement that the conversion was approved as
342required by the governing law of the converted organization.
343     6.  If the converted organization is a foreign organization
344not authorized to transact business in this state, the street
345and mailing address of an office which the Department of State
346may use for the purposes of s. 620.8915(3).
347     (b)  In the case of a converting organization converting
348into a partnership to be governed by this act, the converting
349organization shall deliver to the Department of State for
350filing:
351     1.  A certificate of registration statement in accordance
352with s. 620.8105.
353     2.  A certificate of conversion, in accordance with s.
354620.8105, signed by a general partner of the partnership in
355accordance with s. 620.8105(6) and by the converting
356organization as required by applicable law, which certificate of
357conversion must include:
358     a.  A statement that the partnership was converted from
359another organization.
360     b.  The name and form of the converting organization and
361the jurisdiction of its governing law.
362     c.  A statement that the conversion was approved as
363required by this act.
364     d.  A statement that the conversion was approved in a
365manner that complied with the converting organization's
366governing law.
367     e.  The effective time of the conversion, if other than the
368time of the filing of the certificate statement of conversion.
369
370A converting partnership is not required to file a certificate
371of conversion pursuant to paragraph (a) if the converting
372partnership files a certificate of conversion that substantially
373complies with the requirements of this section pursuant to s.
374607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
375signatures required by this chapter. In such a case, the other
376certificate of conversion may also be used for purposes of s.
377620.8915(4).
378     (2)  A conversion becomes effective:
379     (a)  If the converted organization is a partnership, at the
380time specified in the plan of conversion or the certificate of
381conversion, which may be as of or after the time of the filing
382of the certificate of conversion, and, if the certificate of
383conversion does not contain such an effective time, the
384effective time shall be upon the filing of the certificate of
385conversion with the Department of State. However, provided, if
386the certificate has a delayed effective date, the certificate
387may not be effective any later than the 90th day after the date
388it was filed and provided further, the effective date may shall
389not be any earlier than the effective date of the statement of
390registration statement filed with the Department of State for
391the partnership in accordance with s. 620.8105.
392     (b)  If the converted organization is not a partnership, as
393provided by the governing law of the converted organization.
394
395A certificate of conversion acts as a cancellation of any
396registration statement for a converting partnership for purposes
397of s. 620.8105, and the cancellation shall be deemed filed upon
398the effective date of the conversion.
399     Section 17.  Subsections (3), (4), and (5) of section
400620.8918, Florida Statutes, are amended to read:
401     620.8918  Filings required for merger; effective date.--
402     (3)  Each constituent partnership shall deliver the
403certificate of merger for filing with to the Department of
404State, unless the constituent partnership is named as a party or
405constituent organization in articles of merger or a certificate
406of merger filed for the same merger in accordance with s.
407607.1109(1), s. 608.4382(1), s. 617.1108, or s. 620.2108(1) and
408(2). The articles of merger or certificate of merger must
409substantially comply with the requirements of this section. In
410such a case, the other articles of merger or certificate of
411merger may also be used for purposes of s. 620.8919(3). Each
412constituent partnership in the merger shall also file a
413registration statement in accordance with s. 620.8105(1) if it
414does not have a currently effective registration statement filed
415with the Department of State. for filing a statement of
416registration in accordance with s. 620.8105, if such statement
417was not previously filed, and a certificate of merger in
418accordance with s. 620.8105.
419     (4)  A merger becomes effective under this act:
420     (a)  If the surviving organization is a partnership, at the
421time specified in the plan of merger or the certificate of
422merger, which may be as of or after the time of the filing of
423the certificate of merger, and, if the certificate of merger
424does not contain such an effective time, the effective time
425shall be upon the filing of the certificate statement of merger
426with the Department of State. However, provided, if the
427certificate has a delayed effective date, the certificate may
428not be effective any later than the 90th day after the date it
429was filed, and provided further, the effective date may shall
430not be any earlier than the effective date of the statement of
431registration statement filed with the Department of State for
432the partnership in accordance with s. 620.8105.
433     (b)  If the surviving organization is not a partnership, as
434provided by the governing law of the surviving organization.
435     (5)  A certificate of merger acts shall act as a
436cancellation of any statement of registration statement for
437purposes of s. 620.8105 for a partnership that is a party to the
438merger that is not the surviving organization, which
439cancellation shall be deemed filed upon the effective date of
440the merger.
441     Section 18.  This act shall take effect July 1, 2008.


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