(1) When a conversion becomes effective:

(a) All real property and other property owned by, including any interest therein and all title thereto, and every contract right possessed by, the converting eligible entity remain the property and contract rights of the converted eligible entity without transfer, reversion, or impairment;

Terms Used In Florida Statutes 607.11935

  • Appraisal: A determination of property value.
  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conversion: means a transaction pursuant to ss. See Florida Statutes 607.01401
  • Converted eligible entity: means the converting eligible entity as it continues in existence after a conversion. 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.
  • Devise: To gift property by will.
  • 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
  • Eligible interests: means interests or memberships. 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
  • Filing entity: means an entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. 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
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Interest: means :
    (a) A share in a corporation for profit;
    (b) A membership in a nonprofit corporation;
    (c) A partnership interest in a general partnership, including a limited liability partnership;
    (d) A partnership interest in a limited partnership, including a limited liability 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 607.01401
  • Interest holder: means :
    (a) A shareholder of a corporation for profit;
    (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 607.01401
  • Interest holder liability: means :
    (a) Personal liability for a liability of an entity which is imposed on a person:
    1. See Florida Statutes 607.01401
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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 laws of the jurisdiction in which the entity was formed. See Florida Statutes 607.01401
  • Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 607.01401
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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 607.01401
  • Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
  • Public organic record: means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. See Florida Statutes 607.01401
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under…. See Florida Statutes 607.01401
  • Service of process: The service of writs or summonses to the appropriate party.
  • Shareholder: means a record shareholder. See Florida Statutes 607.01401
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
(b) All debts, obligations, and other liabilities of the converting eligible entity remain the debts, obligations, and other liabilities of the converted eligible entity;
(c) The name of the converted eligible entity may be, but need not be, substituted for the name of the converting eligible entity in any pending action or proceeding;
(d) If the converted eligible entity is a filing entity, a domestic corporation, or a domestic or foreign nonprofit corporation, its public organic record and its private organic rules become effective;
(e) If the converted eligible entity is a nonfiling entity, its private organic rules become effective;
(f) If the converted eligible entity is a limited liability partnership, the filing required to become a limited liability partnership and its private organic rules become effective;
(g) The shares, obligations, eligible interests, and other securities (and the rights to acquire shares, obligations, eligible interests, or other securities) of the converting eligible entity are reclassified into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property, or any combination of the foregoing, in accordance with the terms of the conversion, and the shareholders or interest holders of the converting eligible entity are entitled only to the rights provided to them by those terms and to any rights they may have under s. 607.1302 or under the organic law of the converting eligible entity; and
(h) The converted eligible entity is:

1. Deemed to be incorporated or organized under and subject to the organic law of the converted eligible entity;
2. Deemed to be the same entity without interruption as the converting eligible entity; and
3. Deemed to have been incorporated or otherwise organized on the date that the converting eligible entity was originally incorporated or organized.
(2) When a conversion of a domestic corporation to a domestic or foreign eligible entity other than a domestic corporation becomes effective, the converted eligible entity is deemed to:

(a) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion; and
(b) Agree that it will promptly pay any amount that shareholders are entitled to under ss. 607.1301–607.1340.
(3) Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a domestic or foreign eligible entity other than a domestic corporation, a shareholder or eligible interest holder who becomes subject to interest holder liability in respect of a domestic corporation or domestic or foreign eligible entity other than a domestic corporation as a result of the conversion shall have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective.
(4) Except as otherwise provided in the organic law or the organic rules of the domestic or foreign eligible entity, the interest holder liability of an interest holder in a converting eligible entity that converts to a domestic corporation who had interest holder liability in respect of such converting eligible entity before the conversion becomes effective shall be as follows:

(a) The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.
(b) The provisions of the organic law of the eligible entity shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (a), as if the conversion had not occurred.
(c) The eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by paragraph (a), as if the conversion had not occurred.
(d) The eligible interest holder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.
(5) A conversion does not require the converting eligible entity to wind up its affairs and does not constitute or cause the dissolution or termination of the entity.
(6) Property held for charitable purposes under the laws of this state by a domestic or foreign eligible entity immediately before a conversion becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of this state addressing cy pres or dealing with nondiversion of charitable assets.
(7) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the converting eligible entity and which takes effect or remains payable after the conversion inures to the converted eligible entity.
(8) A trust obligation that would govern property if transferred to the converting eligible entity applies to property that is to be transferred to the converted eligible entity after the conversion becomes effective.
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