Conversion of a Domestic Limited Liability Company into a Corporation

Conversion of a LLC into a Corporation

(1) As used in this section and ss. 608.4402, 608.4403, and 608.4404, the term “other business entity” or “another business entity” means a corporation; a common law or business trust or association; a real estate investment trust; a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; or any other domestic or foreign entity that is organized under a governing law or other applicable law, provided such term shall not include a domestic limited liability company.

(2) Pursuant to a plan of conversion complying and approved in accordance with this section and s. 608.4402, a domestic limited liability company may convert to another business entity organized under the laws of this state or any other state, the United States, a foreign country, or any other foreign jurisdiction, if:

(a) The domestic limited liability company converting to the other business entity complies with the applicable provisions of this chapter and any applicable terms in its articles of organization and operating agreement.

(b) The conversion is permitted by the laws of the jurisdiction that enacted the law or other applicable law under which the other business entity is governed and the other business entity complies with such laws in effecting the conversion.

(3) The plan of conversion shall set forth:

(a) The name of the domestic limited liability company and the name and jurisdiction of the other business entity into which the domestic limited liability company is to be converted.

(b) The terms and conditions of the conversion, including the manner and basis of converting the limited liability company interests or other securities, or any rights to acquire limited liability company interests or other securities, of the domestic limited liability company into the partnership interests, shares, obligations, securities, or other interests in the other business entity, or any rights to acquire any partnership interests, shares, obligations, securities, or other interests, or, in whole or in part, into cash or other consideration.

(c) The statements required to be set forth in the plan of conversion by the laws under which the other business entity is governed.

(4) The plan of conversion shall include, or have attached, the articles, certificate, registration, or other organizational document by which the other business entity has been organized under its governing law.

(5) A plan of conversion may provide for the manner, if any, in which the plan of conversion may be amended at any time before the effective date of the conversion, except after the approval of the plan of conversion by the members of the limited liability company to be converted, the plan of conversion may not be amended to:

(a) Change the amount or kind of partnership interests, shares, obligations, securities, cash, rights, or any other consideration to be received by the members of such limited liability company in exchange for or on conversion of their member interests in or other securities of the limited liability company;

(b) Change any term of the articles of incorporation or organization, bylaws, partnership or operating agreement, or comparable governing document of the surviving entity, except for changes that otherwise could be adopted without approval of the members approving the plan of conversion; or

(c) Change any of the terms and conditions of the plan of conversion if any such change, alone or in the aggregate, would materially and adversely affect the members, or any class or group of members, of such limited liability company.

If an amendment to a plan of conversion is made in accordance with the plan of conversion and a certificate of conversion has been filed with the Department of State, an amended certificate of conversion executed by the limited liability company shall be filed with the Department of State prior to the effective date of the conversion.

(6) The plan of conversion may also set forth any other provisions relating to the conversion, including, without limitation, a statement of the method of determining the fair value, as defined in s. 608.4351, of an interest in the limited liability company.