Florida Statutes 605.1046 – Effect of conversion
Current as of: 2023 | Check for updates
|
Other versions
(1) When a conversion in which the converted entity is a domestic limited liability company becomes effective:
(a) The converted entity is:
1. Organized under and subject to this chapter; and
2. The same entity, without interruption, as the converting entity;
Terms Used In Florida Statutes 605.1046
- Appraisal: A determination of property value.
- Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
- Converted entity: means the converting entity as it continues in existence after a conversion. See Florida Statutes 605.0102
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to…. See Florida Statutes 605.0102
- Entity: means :1. See Florida Statutes 605.0102
- Interest: means :
(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102- Interest holder: means :
(a) A shareholder of a business corporation;(b) A member of a nonprofit corporation;(c) A general partner of a general partnership;(d) A general partner of a limited partnership;(e) A limited partner of a limited partnership;(f) A member of a limited liability company;(g) A shareholder or beneficial owner of a real estate investment trust;(h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or(i) Another direct holder of an interest. See Florida Statutes 605.0102- Interest holder liability: means :
(a) Personal liability for a liability of an entity which is imposed on a person:1. See Florida Statutes 605.0102- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person who, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions stated in ss. See Florida Statutes 605.0102
- Member: means a person who:
(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organic law: means the law of the jurisdiction in which an entity was formed. See Florida Statutes 605.0102
- Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 605.0102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 605.0102
- Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication, as appropriate in the particular context. See Florida Statutes 605.0102
- Plan of conversion: means a plan under…. See Florida Statutes 605.0102
- Private organic rules: means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Florida Statutes 605.0102
- Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
- Registered foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a record filed with the department. See Florida Statutes 605.0102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States. See Florida Statutes 605.0102
- Transfer: includes :
(a) An assignment. See Florida Statutes 605.0102(b) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;(c) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;(d) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;(e) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;(f) The provisions of the organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective; and(g) The interests or rights to acquire interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under ss. 605.1006 and 605.1061–605.1072 and the converting entity’s organic law.(2) Except as otherwise provided in the private organic rules of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would otherwise have upon a dissolution, liquidation, or winding up of the converting entity.(3) When a conversion becomes effective, a person who did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the conversion becomes effective.(4) When a conversion becomes effective, the interest holder liability of a person who ceases to hold an interest in a domestic limited liability company with respect to which the person had interest holder liability is as follows:(a) The conversion does not discharge interest holder liability to the extent the interest holder liability arose before the conversion became effective.(b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the conversion becomes effective.(c) The organic law of the jurisdiction of formation of the converting limited liability company and the rights of contribution provided under such law, or the organic rules of the converting limited liability company, continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (a) as if the conversion had not occurred.(5) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of its debts, obligations, and liabilities as provided in s. 605.0117 and chapter 48.(6) If the converting entity is a registered foreign entity, the certificate of authority to conduct business in this state of the converting entity is canceled when the conversion becomes effective.(7) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.