Florida Statutes 620.2105 – Effect of conversion
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(1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) Title to all real and other property, or any interest in such property, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.
Terms Used In Florida Statutes 620.2105
- Appraisal: A determination of property value.
- 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.
- 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.
- 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.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Service of process: The service of writs or summonses to the appropriate party.
(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.
(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.
(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113–620.2124 to the extent applicable to the conversion. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in ss. 48.161 and 620.1117.
(4) A copy of the statement of conversion, certified by the Secretary of State, may be filed in any county of this state in which the converting organization holds an interest in real property.