620.8915 Effect of conversion. - Florida Statutes

620.8915 Effect of conversion.

   (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 estate and other property, or any interest therein, owned by the converting organization at the time of its conversion remains vested in the converted organization without reversion or impairment under this act.

   (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.

   (f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for purposes of this act and ss. 620.8801-620.8807 shall not apply.

   (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 partnership, if before the conversion the converting 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 shall appoint the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Department of State under this subsection shall be made in the same manner and with the same consequences as provided in s. 48.181.

   (4) A copy of the certificate of conversion, certified by the Department of State, may be filed in any county of this state in which the converting organization holds an interest in real property.

History. s. 22, ch. 2005-267.