2021 Florida Statutes (Including 2021B Session)
Articles of conversion.
Articles of conversion.
605.1045 Articles of conversion.—
(1) After a plan of conversion is approved, articles of conversion signed by the converting entity must be delivered to the department for filing.
(2) The articles of conversion must contain the following:
(a) The name, jurisdiction of formation, and type of entity of the converting entity.
(b) The name, jurisdiction of formation, and type of entity of the converted entity.
(c) If the converting entity is a domestic limited liability company, a statement that the plan of conversion has been approved in accordance with ss. 605.1041-605.1046, or if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation and by each member of the converting entity who as a result of the conversion will have interest holder liability under s. 605.1043(1)(b) and whose approval is required.
(d) If the converted entity is a domestic filing entity, the text of its public organic record, as an attachment.
(e) If the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment.
(f) If the converted entity is a foreign entity that does not have a certificate of authority to transact business in this state, a mailing address to which the department may send any process served on the department pursuant to s. 605.0117 and chapter 48.
(g) A statement that the converted entity has agreed to pay to the members of any limited liability company with appraisal rights the amount to which such members are entitled under ss. 605.1006 and 605.1061-605.1072.
(h) The effective date of the conversion, if the effective date of the conversion is not the same as the date of filing of the articles of conversion, subject to the limitations contained in s. 605.0207.
(3) In addition to the requirements of subsection (2), articles of conversion may contain any other provision not prohibited by law.
(4) A conversion becomes effective when the articles of conversion become effective, unless the articles of conversion specify an effective time or a delayed effective date that complies with s. 605.0207.
(5) A copy of the articles of conversion, certified by the department, may be filed in the official records of any county in this state in which the converted entity holds an interest in real property.
History.—s. 2, ch. 2013-180.