2012 Florida Statutes
TITLE XXXVI — BUSINESS ORGANIZATIONS
Chapter 608 — LIMITED LIABILITY COMPANIES
608.4403 — Certificate of conversion.

608.4403 Certificate of conversion.—

(1) After a plan of conversion is approved by a converting limited liability company, the limited liability company shall deliver to the Department of State for filing a certificate of conversion, which shall be executed by the converting limited liability company, and which shall set forth:

(a) A statement that the limited liability company has been converted into another business entity in compliance with this chapter and that the conversion complies with the law or other applicable law governing the other business entity.

(b) A statement that the plan of conversion was approved by the converting limited liability company in accordance with this chapter and, if applicable, a statement that the written consent of each member of such limited liability company who, as a result of the conversion, becomes a general partner of the surviving entity has been obtained pursuant to s. 608.4402(2).

(c) The effective date of the conversion, which, subject to the limitations in s. 608.409(2), may be on or after the date of filing the certificate of conversion, but which shall not be different than the effective date of the conversion under the laws governing the other business entity into which the limited liability company has been converted.

(d) The address, including street and number, if any, of the principal office of the other business entity under the laws of the state, country, or jurisdiction in which such entity was organized.

(e) If the other business entity is a foreign entity and is not authorized to transact business in this state, a statement that the other business entity appoints the Secretary of State as its agent for service of process in a proceeding to enforce obligations of the converting limited liability company, including any appraisal rights of its members under ss. 608.4351-608.43595 and the street and mailing address of an office which the Department of State may use for purposes of s. 48.181.

(f) A statement that the other business entity has agreed to pay to any members having appraisal rights the amount to which such members are entitled under ss. 608.4351-608.43595.

(2) A copy of the certificate of conversion, certified by the Department of State, may be filed in the official records of any county in this state in which the converting limited liability company holds an interest in real property.

(3) A converting limited liability company is not required to file a certificate of conversion pursuant to subsection (1) if the converting limited liability company files a certificate of conversion that substantially complies with the requirements of this section pursuant to s. 607.1115, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains the signatures required by this chapter. In such a case, the other certificate of conversion may also be used for purposes of subsection (2).

History.—s. 12, ch. 2005-267; s. 6, ch. 2008-187.