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The Florida Statutes

The 2022 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
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F.S. 607.11934
607.11934 Amendment to a plan of conversion; abandonment.
(1) A plan of conversion of a converting eligible entity that is a domestic corporation may be amended:
(a) In the same manner as the plan of conversion was approved, if the plan does not provide for the manner in which it may be amended; or
(b) In the manner provided in the plan of conversion, except that shareholders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change:
1. The amount or kind of shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; other property; or any combination of the foregoing, to be received by any of the shareholders of the converting corporation under the plan;
2. The organic rules of the converted eligible entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted eligible entity under its organic law or organic rules; or
3. Any other terms or conditions of the plan, if the change would adversely affect such shareholders in any material respect.
(2) After a plan of conversion has been adopted and approved by a converting eligible entity that is a domestic corporation in the manner required by this chapter and before the articles of conversion become effective, the plan may be abandoned by the domestic corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of the domestic corporation.
(3) If a conversion is abandoned after the articles of conversion have been delivered to the department for filing but before the articles of conversion have become effective, a statement of abandonment signed by the converting eligible entity must be delivered to the department for filing before the articles of conversion become effective. The statement shall take effect on filing, and the conversion shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:
(a) The name of the converting eligible entity;
(b) The date on which the articles of conversion were filed by the department; and
(c) A statement that the conversion has been abandoned in accordance with this section.
History.s. 157, ch. 2019-90.