Florida Statutes 605.1041 – Conversion authorized
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(1) By complying with the provisions of this section and ss. 605.1042–605.1046, a domestic limited liability company may become:
(a) A domestic entity that is a different type of entity; or
Terms Used In Florida Statutes 605.1041
- Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
- Entity: means :1. See Florida Statutes 605.0102
- 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.
- Jurisdiction of formation: means , with respect to an entity:
(a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or(b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification or equivalent document is filed. See Florida Statutes 605.0102- Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
- Protected agreement: means :
(a) A record evidencing indebtedness and any related agreement in effect on January 1, 2014;(b) An agreement that is binding on an entity on January 1, 2014;(c) The organic rules of an entity in effect on January 1, 2014; or(d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014. See Florida Statutes 605.0102- Type of entity: means a generic form of entity that is:
(a) Recognized at common law; or(b) Formed under an organic law, whether or not some of the entities formed under that organic law are subject to provisions of that law which create different categories of the form of entity. See Florida Statutes 605.0102(b) A foreign entity that is a limited liability company or a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.(2) By complying with the provisions of this section and ss. 605.1042–605.1046, which are applicable to a domestic entity that is not a domestic limited liability company, the domestic entity may become a domestic limited liability company if the conversion is authorized by the law governing the domestic entity.(3) By complying with the provisions of this section and ss. 605.1042–605.1046 which are applicable to foreign entities, a foreign entity may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.(4) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.