Florida Statutes 607.11920 – Domestication
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(1) By complying with this section and ss. 607.11921–607.11924, as applicable, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.
(2) By complying with this section and ss. 607.11921–607.11924, as applicable, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.
(3) In a domestication under subsection (2), the domesticating eligible entity must enter into a plan of domestication. The plan of domestication must include:
(a) The name of the domesticating corporation;
Terms Used In Florida Statutes 607.11920
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Dependent: A person dependent for support upon another.
- Domestic: means , with respect to an entity, an entity governed as to its internal affairs by the laws of this state. See Florida Statutes 607.01401
- domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Florida Statutes 607.01401
- Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Florida Statutes 607.01401
- Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to…. See Florida Statutes 607.01401
- Domestication: means a transaction pursuant to ss. See Florida Statutes 607.01401
- Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
- Foreign: means , with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. See Florida Statutes 607.01401
- Foreign corporation: means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state. See Florida Statutes 607.01401
- 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.
- Merger: means a transaction pursuant to…. See Florida Statutes 607.01401
- Organic law: means the laws of the jurisdiction in which the entity was formed. See Florida Statutes 607.01401
- Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 607.01401
- Protected agreement: means :(a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020;(b) An agreement that is binding on an entity on January 1, 2020;(c) The organic rules of an entity in effect on January 1, 2020; or(d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020. See Florida Statutes 607.01401
- Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
- Writing: means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. See Florida Statutes 607.01401
(b) The name and jurisdiction of formation of the domesticated corporation;(c) The manner and basis of reclassifying the shares and rights to acquire shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;(d) The proposed organic rules of the domesticated corporation which must be in writing; and(e) The other terms and conditions of the domestication.
(4) In addition to the requirements of subsection (3), a plan of domestication may contain any other provision not prohibited by law.
(5) The terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with s. 607.0120(11).
(6) If a protected agreement of a domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until such time as the provision is first amended after January 1, 2020.