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The Florida Statutes

The 2020 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
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F.S. 607.11933
607.11933 Articles of conversion; effectiveness.
(1) After a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter, or a domestic or foreign eligible entity, other than a domestic corporation, that is the converting eligible entity has approved a conversion as required by its organic law, articles of conversion must be signed by the converting eligible entity as required by s. 607.0120 and must:
(a) State the name, jurisdiction of formation, and type of entity of the converting eligible entity;
(b) State the name, jurisdiction of formation, and type of entity of the converted eligible entity;
(c) If the converting eligible entity is:
1. A domestic corporation, state that the plan of conversion was approved in accordance with this chapter; or
2. A domestic or foreign eligible entity other than a domestic corporation, state that the conversion was approved by the eligible entity in accordance with its organic law; and
(d) If the converted eligible entity is:
1. A domestic corporation or a domestic or foreign eligible entity that is not a domestic corporation, attach the public organic record of the converted eligible entity, except that provisions that would not be required to be included in a restated public organic record may be omitted; or
2. A domestic limited liability partnership, attach the filing or filings required to become a domestic limited liability partnership.
(2) If the converted eligible entity is a domestic corporation, its articles of incorporation must satisfy the requirements of s. 607.0202, except that provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation. If the converted eligible entity is a domestic eligible entity that is not a domestic corporation, its public organic record, if any, must satisfy the applicable requirements of the organic law of this state, except that the public organic record does not need to be signed.
(3) The articles of conversion shall be delivered to the department for filing, and shall take effect at the effective date determined in accordance with s. 607.0123.
(4)(a) If the converted eligible entity is a domestic eligible entity, the conversion becomes effective when the articles of conversion are effective.
(b) If the converted eligible entity is a foreign eligible entity, the conversion becomes effective at the later of:
1. The date and time provided by the organic law of that eligible entity; or
2. When the articles of conversion take effect.
(5) Articles of conversion required to be filed under this section may be combined with any filing required under the organic law of a domestic eligible entity that is the converting eligible entity or the converted eligible entity if the combined filing satisfies the requirements of both this section and the other organic law.
(6) If the converting eligible entity is a foreign eligible entity that is authorized to transact business in this state under a provision of law similar to ss. 607.1501-607.1532, its foreign qualification shall be canceled automatically on the effective date of its conversion.
(7) 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 converting eligible entity holds an interest in real property.
History.s. 156, ch. 2019-90; s. 38, ch. 2020-32.