608.4404 Effect of conversion. - Florida Statutes

608.4404 Effect of conversion.

When a conversion becomes effective:

   (1) A domestic limited liability company that has been converted into another business entity pursuant to this chapter is for all purposes the same entity that existed before the conversion.

   (2) The title to all real property and other property, or any interest therein, owned by the domestic limited liability company at the time of its conversion into the other business entity remains vested in the converted entity without reversion or impairment by operation of this chapter.

   (3) The other business entity into which the domestic limited liability company was converted shall continue to be responsible and liable for all the liabilities and obligations of such limited liability company, including any liability to members having appraisal rights under ss. 608.4351-608.43595 with respect to such conversion.

   (4) Any claim existing or action or proceeding pending by or against any domestic limited liability company that is converted into another business entity may be continued as if the conversion did not occur. If the converted entity is a foreign entity, such entity shall be deemed to have consented to the jurisdiction of the courts of this state to enforce any obligation of the converting domestic limited liability company if, before the conversion, the converting domestic limited liability company was subject to suit in this state on the obligation. A converted entity that is a foreign entity and not authorized to transact business in this state appoints the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection, including any appraisal rights of members under ss. 608.4351-608.43595 to the extent applicable to the conversion. Service on the Department of State under this subsection is made in the same manner and with the same consequences as under s. 48.181.

   (5) Neither the rights of creditors nor any liens upon the property of a domestic limited liability company that is converted into another business entity under this chapter shall be impaired by such conversion.

   (6) The member interests, obligations, and other securities, or rights to acquire any member interests, obligations, or other securities, of the domestic limited liability company shall be converted into the shares, partnership interests, interests, obligations, or other securities of the other business entity, including any rights to acquire any such shares, interests, obligations, or other securities, or, in whole or in part, into cash or other consideration as provided in the plan of conversion. The former members of the converting domestic limited liability company shall be entitled only to the rights provided in the plan of conversion and to their appraisal rights, if any, under ss. 608.4351-608.43595 or other applicable law.

History. s. 12, ch. 2005-267.