1

A bill to be entitled

2

An act relating to corporations; amending s. 607.1109,

3

F.S.; exempting a domestic corporation from the

4

requirement to file articles of merger under certain

5

circumstances; amending s. 607.1113, F.S.; exempting a

6

domestic corporation from the requirement to file a

7

certificate of conversion under certain circumstances;

8

amending s. 607.1115, F.S.; requiring that each converting

9

entity file a certificate of conversion with the

10

Department of State; amending s. 608.4382, F.S.; exempting

11

a domestic limited liability company from the requirement

12

to file a certificate of merger under certain

13

circumstances; amending s. 608.439, F.S.; including a

14

corporation within the definition of "other business

15

entity" or "another business entity"; requiring that each

16

converting entity file a certificate of conversion with

17

the department; amending s. 608.4403, F.S.; exempting a

18

limited liability company from the requirement to file a

19

certificate of conversion under certain circumstances;

20

amending s. 617.1108, F.S.; exempting a domestic

21

corporation not for profit from the requirement to file

22

articles of merger under certain circumstances; providing

23

for a copy of articles of merger or the certificate of

24

merger to be filed in each county in which real property

25

of a party to the merger is situated; amending s.

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620.1406, F.S.; revising the requirements for general

27

partners with respect to exercising certain management

28

rights; providing that the expulsion of a limited partner

29

requires the consent of all of the other limited partners;

30

amending s. 620.2104, F.S.; requiring that a certificate

31

of conversion be signed by each general partner and by the

32

converting organization; exempting a limited partnership

33

from the requirement to file a certificate of conversion

34

if the partnership complies with certain other laws;

35

amending s. 620.8918, F.S.; providing certain exceptions

36

to the requirement that each constituent partnership file

37

articles of merger or a certificate of merger with the

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Department of State; amending s. 620.2204, F.S.; changing

39

the date of application of provisions authorizing a

40

limited partner to dissociate from a limited partnership;

41

amending s. 620.8101, F.S.; redefining the term

42

"statement" to exclude a statement of merger; amending s.

43

620.8105, F.S.; requiring that a registration statement be

44

filed with the department before filing a certificate of

45

conversion or a certificate of merger; amending s.

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620.81055, F.S.; providing that a filing fee applies to a

47

certificate of merger; amending s. 620.8911, F.S.;

48

clarifying that the term "organization" includes a

49

converted or surviving organization under certain

50

circumstances; amending s. 620.8914, F.S.; revising

51

certain requirements for conversions; exempting a

52

partnership from filing a certificate of conversion under

53

certain circumstances; providing that the certificate of

54

conversion acts as a cancellation of the registration

55

statement for a converting partnership; amending s.

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620.8918, F.S.; exempting a constituent partnership from

57

filing a certificate of merger under certain

58

circumstances; requiring that such partnership file a

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registration statement with the department if one is not

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currently on file; providing an effective date.

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62

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

63

64

     Section 1.  Subsection (3) is added to section 607.1109,

65

Florida Statutes, to read:

66

     607.1109  Articles of merger.--

67

     (3) A domestic corporation is not required to file articles

68

of merger pursuant to subsection (1) if the domestic corporation

69

is named as a party or constituent organization in articles of

70

merger or a certificate of merger filed for the same merger in

71

accordance with s. 608.4382(1), s. 617.1108, s. 620.2108(1) and

72

(2), or s. 620.8918(1) and (2), and if the articles of merger or

73

certificate of merger substantially complies with the

74

requirements of this section. In such a case, the other articles

75

of merger or certificate of merger may also be used for purposes

76

of subsection (2).

77

     Section 2.  Subsection (3) is added to section 607.1113,

78

Florida Statutes, to read:

79

     607.1113  Certificate of conversion.--

80

     (3) A converting domestic corporation is not required to

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file a certificate of conversion pursuant to subsection (1) if

82

the converting domestic corporation files a certificate of

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conversion that substantially complies with the requirements of

84

this section pursuant to s. 608.439, s. 620.2104(1)(b), or s.

85

620.8914(1)(b) and contains the signatures required by this

86

chapter. In such a case, the other certificate of conversion may

87

also be used for purposes of subsection (2).

88

     Section 3.  Paragraph (a) of subsection (2) of section

89

607.1115, Florida Statutes, is amended to read:

90

     607.1115  Conversion of another business entity to a

91

domestic corporation.--

92

     (2)  Any other business entity may convert to a domestic

93

corporation if the conversion is permitted by the laws of the

94

jurisdiction that enacted the applicable laws governing the other

95

business entity and the other business entity complies with such

96

laws and the requirements of this section in effecting the

97

conversion. The other business entity shall file with the

98

Department of State in accordance with s. 607.0120:

99

     (a)  A certificate of conversion that has been executed in

100

accordance with s. 607.0120 and by the other business entity as

101

required by applicable law.

102

     Section 4.  Subsection (3) is added to section 608.4382,

103

Florida Statutes, to read:

104

     608.4382  Certificate of merger.--

105

     (3) A domestic limited liability company is not required to

106

file a certificate of merger pursuant to subsection (1) if the

107

domestic limited liability company is named as a party or

108

constituent organization in articles of merger or a certificate

109

of merger filed for the same merger in accordance with s.

110

607.1109(1), s. 617.1108, s. 620.2108(1) and (2), or s.

111

620.8918(1) and (2), and if the articles of merger or certificate

112

of merger substantially complies with the requirements of this

113

section. In such a case, the other articles of merger or

114

certificate of merger may also be used for purposes of subsection

115

(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

119

liability company.--

120

     (1)  As used in this section, the term "other business

121

entity" or "another business entity" means a corporation; a

122

common law or business trust or association; a real estate

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investment trust; a general partnership, including a limited

124

liability partnership; a limited partnership, including a limited

125

liability limited partnership; or any other domestic or foreign

126

entity that is organized under a governing law or other

127

applicable law, provided such term shall not include a domestic

128

limited liability company.

129

     (2)  Any other business entity may convert to a domestic

130

limited liability company if the conversion is permitted by the

131

laws of the jurisdiction that enacted the statute or other

132

applicable law governing the other business entity and the other

133

business entity complies with such laws and the requirements of

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this section in effecting the conversion. The other business

135

entity shall file with the Department of State in accordance with

136

s. 608.4081:

137

     (a)  A certificate of conversion that has been executed by

138

one or more authorized persons in accordance with s. 608.408, and

139

by the other business entity as required by applicable law.

140

     Section 6.  Subsection (3) is added to section 608.4403,

141

Florida Statutes, to read:

142

     608.4403  Certificate of conversion.--

143

     (3) A converting limited liability company is not required

144

to file a certificate of conversion pursuant to subsection (1) if

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the converting limited liability company files a certificate of

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conversion that substantially complies with the requirements of

147

this section pursuant to s. 607.1115, s. 620.2104(1)(b), or s.

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620.8914(1)(b) and contains the signatures required by this

149

chapter. In such a case, the other certificate of conversion may

150

also be used for purposes of subsection (2).

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     Section 7.  Section 617.1108, Florida Statutes, is amended

152

to read:

153

     617.1108  Merger of domestic corporation and other business

154

entities.--

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     (1) Subject to s. 617.0302(16) and other applicable

156

provisions of this chapter, ss. 607.1108, 607.1109, and 607.11101

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shall apply to a merger involving a corporation not for profit

158

organized under this act and one or more other business entities

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identified in s. 607.1108(1).

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     (2) A domestic corporation not for profit organized under

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this chapter is not required to file articles of merger pursuant

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to this section if the corporation not for profit is named as a

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party or constituent organization in articles of merger or a

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certificate of merger filed for the same merger in accordance

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with s. 607.1109, s. 608.4382(1), s. 620.2108(1) and (2), or s.

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620.8918(1) and (2). In such a case, the other articles of merger

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or certificate of merger may also be used for purposes of

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subsection (3).

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     (3) A copy of the articles of merger or certificate of

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merger, certified by the Department of State, may be filed in the

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office of the official who is the recording officer of each

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county in this state in which real property of a party to the

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merger, other than the surviving entity, is situated.

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     Section 8.  Subsections (3), (4), and (5) of section

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620.1406, Florida Statutes, are amended to read:

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     620.1406  Management rights of general partner; approval

177

rights of other partners.--

178

     (3)  In addition to the approval of the general partners

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required by subsections (1) and (2), the approval of all limited

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partners shall also be required in order to take any of the

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actions under subsection (1) or subsection (2) with the exception

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of a transaction described in paragraph (1)(e), a transaction

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described in paragraph (1)(h), or a transaction described in

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paragraph (1)(i).

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     (4)  The approval of a plan of conversion under s. 620.2103

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or a plan of merger under s. 620.2107 shall also require the

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consent of the limited partners in the manner described therein.

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     (5) The expulsion of a limited partner described in

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paragraph (1)(e) shall also require the consent of all of the

190

other limited partners. A transaction described in paragraph

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(1)(i) shall also require approval of limited partners owning a

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majority of the rights to receive distributions as limited

193

partners at the time the consent is to be effective.

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     Section 9.  Subsection (1) of section 620.2104, Florida

195

Statutes, is amended to read:

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     620.2104  Filings required for conversion; effective date.--

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     (1)  After a plan of conversion is approved:

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     (a)  A converting limited partnership shall deliver to the

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Department of State for filing a certificate of conversion,

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signed by each general partner listed in the certificate of

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limited partnership, and must include:

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     1.  A statement that the limited partnership has been

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converted into another organization.

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     2.  The name and form of the organization and the

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jurisdiction of its governing law.

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     3.  The date the conversion is effective under the governing

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law of the converted organization.

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     4.  A statement that the conversion was approved as required

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by this act.

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     5.  A statement that the conversion was approved as required

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by the governing law of the converted organization.

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     6.  If the converted organization is a foreign organization

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not authorized to transact business in this state, the street and

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mailing address of an office which the Department of State may

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use for the purposes of s. 620.2105(3).

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     (b)  If the converting organization is not a converting

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limited partnership, the converting organization shall deliver to

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the Department of State for filing:

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     1.  A certificate of limited partnership containing the

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information required by s. 620.1201, signed by each general

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partner as required by s. 620.1204(1)(a).

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     2. A certificate of conversion, signed by each general

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partner listed in the certificate of limited partnership

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submitted in accordance with subparagraph 1. and by the

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converting organization as required by applicable law, which

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certificate of conversion must include:

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     a.  A statement that the limited partnership was converted

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from another organization.

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     b.  The name and form of the converting organization and the

230

jurisdiction of its governing law.

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     c.  A statement that the conversion was approved as required

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by this act.

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     d.  A statement that the conversion was approved in a manner

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that complied with the converting organization's governing law.

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     (c) A converting limited partnership is not required to

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file a certificate of conversion pursuant to paragraph (a) if the

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converting limited partnership files a certificate of conversion

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that substantially complies with the requirements of this section

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pursuant to s. 607.1115, s. 608.439, or s. 620.8914(1)(b) and

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contains the signatures required by this chapter. In such a case,

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the other certificate of conversion may also be used for purposes

242

of s. 620.2105(4).

243

     Section 10.  Subsection (3) of section 620.8918, Florida

244

Statutes, is amended to read:

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     620.8918  Filings required for merger; effective date.--

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     (3)  Each constituent partnership shall deliver to the

247

Department of State for filing a statement of registration in

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accordance with s. 620.8105, if such statement was not previously

249

filed, and a certificate of merger in accordance with s.

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620.8105, unless the constituent limited partnership is named as

251

a party or constituent organization in articles of merger or a

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certificate of merger filed for the same merger in accordance

253

with s. 607.1109(1), s. 608.4382(1), s. 617.1108, or subsections

254

(1) and (2), and such articles of merger or certificate of merger

255

substantially complies with the requirements of this section. In

256

such a case, the other articles of merger or certificate of

257

merger may also be used for purposes of s. 620.2109(3).

258

     Section 11.  Paragraph (c) of subsection (3) of section

259

620.2204, Florida Statutes, is amended to read:

260

     620.2204  Application to existing relationships.--

261

     (3)  With respect to a limited partnership formed before

262

January 1, 2006, the following rules apply except as the partners

263

otherwise elect in the manner provided in the partnership

264

agreement or by law for amending the partnership agreement:

265

     (c)  The provisions of ss. 620.1601 and 620.1602 do not

266

apply and a limited partner has the same right and power to

267

dissociate from the limited partnership, with the same

268

consequences, as existed immediately before January 1, 2006 July

269

1, 2005.

270

     Section 12.  Subsection (15) of section 620.8101, Florida

271

Statutes, is amended to read:

272

     620.8101  Definitions.--As used in this act, the term:

273

     (15)  "Statement" means a statement of partnership authority

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under s. 620.8303, a statement of denial under s. 620.8304, a

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statement of dissociation under s. 620.8704, a statement of

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dissolution under s. 620.8805, a statement of merger under s.

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620.8918, a statement of qualification under s. 620.9001, a

278

statement of foreign qualification under s. 620.9102, or an

279

amendment or cancellation of any of the foregoing.

280

     Section 13.  Subsection (4) of section 620.8105, Florida

281

Statutes, is amended to read:

282

     620.8105  Execution, filing, and recording of partnership

283

registration and other statements.--

284

     (4)  Except as provided in s. 620.8304 or s. 620.8704, a

285

statement or a certificate of conversion or certificate of merger

286

may be filed with the Department of State only if the partnership

287

has filed a registration statement pursuant to subsection (1).  

288

If otherwise sufficient, a certified copy of a statement that is

289

filed in a jurisdiction other than this state may be filed with

290

the Department of State in lieu of an original statement.  Any

291

such filing has the effect provided in this act with respect to

292

partnership property located in, or transactions that occur in,

293

this state.

294

     Section 14.  Paragraph (i) of subsection (1) of section

295

620.81055, Florida Statutes, is amended to read:

296

     620.81055  Fees for filing documents and issuing

297

certificates; powers of the Department of State.--

298

     (1)  The Department of State shall collect the following

299

fees when documents authorized by this act are delivered to the

300

Department of State for filing:

301

     (i) Certificate Statement of merger for each party thereto:

302

$25.

303

     Section 15.  Subsection (7) of section 620.8911, Florida

304

Statutes, is amended to read:

305

     620.8911  Definitions.--As used in this section and ss.

306

620.8912-620.8923:

307

     (7)  "Organization" means a corporation; general

308

partnership, including a limited liability partnership; limited

309

partnership, including a limited liability limited partnership;

310

limited liability company; common law or business trust or

311

association; real estate investment trust; or any other person

312

organized under a governing law or other applicable law, provided

313

such term shall not include an organization that is not organized

314

for profit, unless the not-for-profit organization is the

315

converted organization in a conversion or the surviving

316

organization in a conversion or a merger governed by this act.

317

The term includes both domestic and foreign organizations.

318

     Section 16.  Section 620.8914, Florida Statutes, is amended

319

to read:

320

     620.8914  Filings required for conversion; effective date.--

321

     (1)  After a plan of conversion is approved:

322

     (a)  A converting partnership shall deliver to the

323

Department of State for filing a statement of registration

324

statement in accordance with s. 620.8105, if such statement was

325

not previously filed, and a certificate of conversion, in

326

accordance with s. 620.8105, which must include:

327

     1.  A statement that the partnership has been converted into

328

another organization.

329

     2.  The name and form of the organization and the

330

jurisdiction of its governing law.

331

     3.  The date the conversion is effective under the governing

332

law of the converted organization.

333

     4.  A statement that the conversion was approved as required

334

by this act.

335

     5.  A statement that the conversion was approved as required

336

by the governing law of the converted organization.

337

     6.  If the converted organization is a foreign organization

338

not authorized to transact business in this state, the street and

339

mailing address of an office which the Department of State may

340

use for the purposes of s. 620.8915(3).

341

     (b)  In the case of a converting organization converting

342

into a partnership to be governed by this act, the converting

343

organization shall deliver to the Department of State for filing:

344

     1. A certificate of registration statement in accordance

345

with s. 620.8105.

346

     2.  A certificate of conversion, in accordance with s.

347

620.8105, signed by a general partner of the partnership in

348

accordance with s. 620.8105(6) and by the converting organization

349

as required by applicable law, which certificate of conversion

350

must include:

351

     a.  A statement that the partnership was converted from

352

another organization.

353

     b.  The name and form of the converting organization and the

354

jurisdiction of its governing law.

355

     c.  A statement that the conversion was approved as required

356

by this act.

357

     d.  A statement that the conversion was approved in a manner

358

that complied with the converting organization's governing law.

359

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

360

time of the filing of the certificate statement of conversion.

361

362

A converting partnership is not required to file a certificate of

363

conversion pursuant to paragraph (a) if the converting

364

partnership files a certificate of conversion that substantially

365

complies with the requirements of this section pursuant to s.

366

607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the

367

signatures required by this chapter. In such a case, the other

368

certificate of conversion may also be used for purposes of s.

369

620.8915(4).

370

     (2)  A conversion becomes effective:

371

     (a)  If the converted organization is a partnership, at the

372

time specified in the plan of conversion or the certificate of

373

conversion, which may be as of or after the time of the filing of

374

the certificate of conversion, and, if the certificate of

375

conversion does not contain such an effective time, the effective

376

time shall be upon the filing of the certificate of conversion

377

with the Department of State. However, provided, if the

378

certificate has a delayed effective date, the certificate may not

379

be effective any later than the 90th day after the date it was

380

filed and provided further, the effective date may shall not be

381

any earlier than the effective date of the statement of

382

registration statement filed with the Department of State for the

383

partnership in accordance with s. 620.8105.

384

     (b)  If the converted organization is not a partnership, as

385

provided by the governing law of the converted organization.

386

387

A certificate of conversion acts as a cancellation of any

388

registration statement for a converting partnership for purposes

389

of s. 620.8105, and the cancellation shall be deemed filed upon

390

the effective date of the conversion.

391

     Section 17.  Subsections (3), (4), and (5) of section

392

620.8918, Florida Statutes, are amended to read:

393

     620.8918  Filings required for merger; effective date.--

394

     (3) Each constituent partnership shall deliver the

395

certificate of merger for filing with to the Department of State,

396

unless the constituent partnership is named as a party or

397

constituent organization in articles of merger or a certificate

398

of merger filed for the same merger in accordance with s.

399

607.1109(1), s. 608.4382(1), s. 617.1108, or s. 620.2108(1) and

400

(2). The articles of merger or certificate of merger must

401

substantially comply with the requirements of this section. In

402

such a case, the other articles of merger or certificate of

403

merger may also be used for purposes of s. 620.8919(3). Each

404

constituent partnership in the merger shall also file a

405

registration statement in accordance with s. 620.8105(1) if it

406

does not have a currently effective registration statement filed

407

with the Department of State. for filing a statement of

408

registration in accordance with s. 620.8105, if such statement

409

was not previously filed, and a certificate of merger in

410

accordance with s. 620.8105.

411

     (4)  A merger becomes effective under this act:

412

     (a)  If the surviving organization is a partnership, at the

413

time specified in the plan of merger or the certificate of

414

merger, which may be as of or after the time of the filing of the

415

certificate of merger, and, if the certificate of merger does not

416

contain such an effective time, the effective time shall be upon

417

the filing of the certificate statement of merger with the

418

Department of State. However, provided, if the certificate has a

419

delayed effective date, the certificate may not be effective any

420

later than the 90th day after the date it was filed, and provided

421

further, the effective date may shall not be any earlier than the

422

effective date of the statement of registration statement filed

423

with the Department of State for the partnership in accordance

424

with s. 620.8105.

425

     (b)  If the surviving organization is not a partnership, as

426

provided by the governing law of the surviving organization.

427

     (5) A certificate of merger acts shall act as a

428

cancellation of any statement of registration statement for

429

purposes of s. 620.8105 for a partnership that is a party to the

430

merger that is not the surviving organization, which cancellation

431

shall be deemed filed upon the effective date of the merger.

432

     Section 18.  This act shall take effect July 1, 2008.