(1) By complying with this chapter, including adopting a plan of conversion in accordance with s. 607.11931 and complying with s. 607.11932, a domestic corporation may become:

(a) A domestic eligible entity, other than a domestic corporation;

Terms Used In Florida Statutes 607.11930

  • Conversion: means a transaction pursuant to ss. See Florida Statutes 607.01401
  • Converting eligible entity: means the domestic corporation that approves a plan of conversion pursuant to…. See Florida Statutes 607.01401
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Domestic: means , with respect to an entity, an entity governed as to its internal affairs by the laws of this state. See Florida Statutes 607.01401
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Florida Statutes 607.01401
  • Eligible entity: means :
    1. See Florida Statutes 607.01401
  • Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
  • Foreign: means , with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. See Florida Statutes 607.01401
  • 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.
  • Merger: means a transaction pursuant to…. See Florida Statutes 607.01401
  • Organic law: means the laws of the jurisdiction in which the entity was formed. See Florida Statutes 607.01401
  • Protected agreement: means :
    (a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020;
    (b) An agreement that is binding on an entity on January 1, 2020;
    (c) The organic rules of an entity in effect on January 1, 2020; or
    (d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020. See Florida Statutes 607.01401
(b) If the conversion is permitted by the organic law of the foreign eligible entity, a foreign eligible entity.
(2) By complying with this section and ss. 607.11931–607.11935, as applicable, and applicable provisions of its organic law, a domestic eligible entity other than a domestic corporation may become a domestic corporation.
(3) By complying with this section and ss. 607.11931–607.11935, as applicable, and by complying with the applicable provisions of its organic law, a foreign eligible entity may become a domestic corporation, but only if the organic law of the foreign eligible entity permits it to become a corporation in another jurisdiction.
(4) If a protected agreement of a domestic converting eligible entity in effect immediately before the conversion becomes effective contains a provision applying to a merger of the corporation that is a converting eligible entity and the agreement does not refer to a conversion of the corporation, the provision applies to a conversion of the corporation as if the conversion were a merger, until such time as the provision is first amended after January 1, 2020.
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