Florida Statutes 607.11931 – Plan of conversion
Current as of: 2024 | Check for updates
|
Other versions
(1) A domestic corporation may convert to a domestic or foreign eligible entity under this chapter by approving a plan of conversion. The plan of conversion must include:
(a) The name of the domestic converting corporation;
Terms Used In Florida Statutes 607.11931
- Conversion: means a transaction pursuant to ss. See Florida Statutes 607.01401
- Converted eligible entity: means the converting eligible entity as it continues in existence after a conversion. See Florida Statutes 607.01401
- 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
- Eligible entity: means :1. See Florida Statutes 607.01401
- Eligible interests: means interests or memberships. 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
- 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.
- Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 607.01401
- Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
- Type of entity: means a generic form of entity either:
(a) Recognized at common law; or(b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. 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, jurisdiction of formation, and type of entity of the converted eligible entity;(c) The manner and basis of converting the shares of the domestic corporation, or the rights to acquire shares, obligations, or other securities of the domestic corporation into:1. Shares.2. Other securities.3. Eligible interests.4. Obligations.5. Rights to acquire shares, other securities, or eligible interests.6. Cash.7. Other property.8. Any combination of the foregoing;(d) The other terms and conditions of the conversion; and(e) The full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted eligible entity which are to be in writing.(2) In addition to the requirements of subsection (1), a plan of conversion may contain any other provision not prohibited by law.(3) The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with s. 607.0120(11).