620.2105 Effect of conversion.
620.2105 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 and other property, or any interest in such property, 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 the purposes of ss. 620.1801-620.1813.
(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 limited partnership, if before the conversion the converting limited 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 appoints the Department of State as its agent for service of process for purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 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 in s. 620.1117(3) and (4).
(4) A copy of the statement 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. 17, ch. 2005-267.