Conversion of A LLC to a Domestic Corporation

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(1) As used in this section, the term “other business entity” means a limited liability company; 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 corporation and shall not include any entity that has not been organized for profit.
(2) Any other business entity may convert to a domestic corporation if the conversion is permitted by the laws of the jurisdiction that enacted the applicable laws governing the other business entity and the other business entity complies with such laws and the requirements of this section in effecting the conversion. The other business entity shall file with the Department of State in accordance with s. 607.0120:

(a) A certificate of conversion that has been executed in accordance with s. 607.0120 and by the other business entity as required by applicable law.
(b) Articles of incorporation that comply with s. 607.0202 and have been executed in accordance with s. 607.0120.
(3) The certificate of conversion shall state:

(a) The date on which, and the jurisdiction in which, the other business entity was first organized and, if the entity has changed, its jurisdiction immediately prior to its conversion.
(b) The name of the other business entity immediately prior to the filing of the certificate of conversion to a corporation.
(c) The name of the corporation as set forth in its articles of incorporation filed in accordance with subsection (2).
(d) The delayed effective date or time, which, subject to the limitations in s. 607.0123(2), shall be a date or time certain, of the conversion if the conversion is not to be effective upon the filing of the certificate of conversion and the articles of incorporation, provided such delayed effective date may not be different than the effective date and time of the articles of incorporation.
(4) Upon the filing with the Department of State of the certificate of conversion and the articles of incorporation, or upon the delayed effective date or time of the certificate of conversion and the articles of incorporation, the other business entity shall be converted into a domestic corporation and the corporation shall thereafter be subject to all of the provisions of this chapter, except notwithstanding s. 607.0123, the existence of the corporation shall be deemed to have commenced when the other business entity commenced its existence in the jurisdiction in which the other business entity was first organized.
(5) The conversion of any other business entity into a domestic corporation shall not affect any obligations or liabilities of the other business entity incurred prior to its conversion to a domestic corporation or the personal liability of any person incurred prior to such conversion.
(6) When any conversion becomes effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the other business entity that has been converted, and all property, real, personal, and mixed, and all debts due to such other business entity, as well as all other things and causes of action belonging to such other business entity, shall be vested in the domestic corporation into which it was converted and shall thereafter be the property of the domestic corporation as they were of the other business entity. Without limiting this provision, title to any real property, or any interest therein, vested by deed or otherwise in such other business entity at the time of conversion shall remain vested in the converted entity without reversion or impairment by operation of this chapter. All rights of creditors and all liens upon any property of such other business entity shall be preserved unimpaired, and all debts, liabilities, and duties of such other business entity shall thenceforth attach to the domestic corporation into which it was converted and may be enforced against the domestic corporation to the same extent as if said debts, liabilities, and duties had been incurred or contracted by the domestic corporation.
(7) Unless otherwise agreed, or as required under applicable laws of states other than this state, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets and the conversion shall not constitute a dissolution of such entity and shall constitute a continuation of the existence of the converting entity in the form of a domestic corporation.
(8) Prior to filing a certificate of conversion with the Department of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other business entity or by other applicable law, as appropriate, and the articles of incorporation and bylaws of the corporation shall be approved by the same authorization required to approve the conversion. As part of such an approval, a plan of conversion or other record may describe the manner and basis of converting the partnership interests, limited liability company interests, obligations, or securities of, or other interests or rights in, the other business entity, including any rights to acquire any such interests, obligations, securities, or other rights, into shares of the domestic corporation, or rights to acquire shares, obligations, securities, or other rights, or, in whole or in part, into cash or other consideration. Such a plan or other record may also contain other provisions relating to the conversion, including without limitation the right of the other business entity to abandon a proposed conversion, or an effective date for the conversion that is not inconsistent with paragraph (2)(d).

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  157. Hey I know this is off topic but I was wondering if you knew of any widgets I could add to my blog that automatically tweet my newest twitter updates. I’ve been looking for a plug-in like this for quite some time and was hoping maybe you would have some experience with something like this. Please let me know if you run into anything. I truly enjoy reading your blog and I look forward to your new updates.

  158. Heya this is kind of of off topic but I was wondering if blogs use WYSIWYG editors or if you have to manually code with HTML. I’m starting a blog soon but have no coding skills so I wanted to get advice from someone with experience. Any help would be greatly appreciated!

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  168. Hey there this is somewhat of off topic but I was wondering if blogs use WYSIWYG editors or if you have to manually code with HTML. I’m starting a blog soon but have no coding expertise so I wanted to get guidance from someone with experience. Any help would be greatly appreciated!

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  173. With havin so much content and articles do you ever run into any issues of plagorism or copyright infringement? My blog has a lot of exclusive content I’ve either written myself or outsourced but it seems a lot of it is popping it up all over the internet without my authorization. Do you know any techniques to help protect against content from being ripped off? I’d really appreciate it.

  174. My programmer is trying to convince me to move to .net from PHP. I have always disliked the idea because of the costs. But he’s tryiong none the less. I’ve been using Movable-type on a variety of websites for about a year and am concerned about switching to another platform. I have heard fantastic things about blogengine.net. Is there a way I can import all my wordpress posts into it? Any help would be really appreciated!

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  176. Whats up this is kinda of off topic but I was wondering if blogs use WYSIWYG editors or if you have to manually code with HTML. I’m starting a blog soon but have no coding skills so I wanted to get guidance from someone with experience. Any help would be greatly appreciated!

  177. First off I want to say superb blog! I had a quick question which I’d like to ask if you don’t mind. I was curious to find out how you center yourself and clear your mind before writing. I’ve had a tough time clearing my mind in getting my ideas out there. I do enjoy writing but it just seems like the first 10 to 15 minutes are lost simply just trying to figure out how to begin. Any suggestions or hints? Many thanks!

  178. With havin so much written content do you ever run into any issues of plagorism or copyright infringement? My website has a lot of unique content I’ve either created myself or outsourced but it looks like a lot of it is popping it up all over the web without my permission. Do you know any methods to help protect against content from being stolen? I’d genuinely appreciate it.

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  180. Greetings! Quick question that’s totally off topic. Do you know how to make your site mobile friendly? My blog looks weird when browsing from my apple iphone. I’m trying to find a theme or plugin that might be able to resolve this issue. If you have any suggestions, please share. Cheers!

  181. Right now it sounds like Movable Type is the preferred blogging platform available right now. (from what I’ve read) Is that what you are using on your blog?

  182. Hmm is anyone else experiencing problems with the images on this blog loading? I’m trying to figure out if its a problem on my end or if it’s the blog. Any responses would be greatly appreciated.

  183. Interesting blog! Is your theme custom made or did you download it from somewhere? A theme like yours with a few simple tweeks would really make my blog shine. Please let me know where you got your design. Kudos

  184. Yesterday, while I was at work, my cousin stole my iPad and tested to see if it can survive a thirty foot drop, just so she can be a youtube sensation. My iPad is now destroyed and she has 83 views. I know this is totally off topic but I had to share it with someone!

  185. With havin so much written content do you ever run into any issues of plagorism or copyright violation? My website has a lot of exclusive content I’ve either written myself or outsourced but it appears a lot of it is popping it up all over the web without my agreement. Do you know any methods to help stop content from being stolen? I’d really appreciate it.

  186. I do not know whether it’s just me or if everybody else encountering issues with your website. It looks like some of the written text on your content are running off the screen. Can somebody else please comment and let me know if this is happening to them as well? This might be a problem with my web browser because I’ve had this happen previously. Appreciate it

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  189. Hi there! I realize this is somewhat off-topic but I needed to ask. Does building a well-established blog such as yours require a lot of work? I’m completely new to writing a blog but I do write in my diary on a daily basis. I’d like to start a blog so I will be able to share my experience and views online. Please let me know if you have any ideas or tips for new aspiring bloggers. Appreciate it!

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  191. Hmm it seems like your site ate my first comment (it was super long) so I guess I’ll just sum it up what I wrote and say, I’m thoroughly enjoying your blog. I too am an aspiring blog writer but I’m still new to everything. Do you have any tips for first-time blog writers? I’d really appreciate it.

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  194. Hello! I just wanted to ask if you ever have any trouble with hackers? My last blog (wordpress) was hacked and I ended up losing several weeks of hard work due to no back up. Do you have any solutions to protect against hackers?

  195. My developer is trying to persuade me to move to .net from PHP. I have always disliked the idea because of the expenses. But he’s tryiong none the less. I’ve been using Movable-type on several websites for about a year and am concerned about switching to another platform. I have heard fantastic things about blogengine.net. Is there a way I can import all my wordpress posts into it? Any help would be greatly appreciated!

  196. Hi! This is kind of off topic but I need some guidance from an established blog. Is it tough to set up your own blog? I’m not very techincal but I can figure things out pretty quick. I’m thinking about creating my own but I’m not sure where to start. Do you have any ideas or suggestions? Appreciate it

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  200. Hey this is somewhat of off topic but I was wanting to know if blogs use WYSIWYG editors or if you have to manually code with HTML. I’m starting a blog soon but have no coding skills so I wanted to get advice from someone with experience. Any help would be enormously appreciated!

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  207. I don’t know whether it’s just me or if everyone else encountering issues with your website. It appears as though some of the written text in your content are running off the screen. Can someone else please provide feedback and let me know if this is happening to them too? This may be a issue with my browser because I’ve had this happen previously. Kudos

  208. Have you ever thought about creating an ebook or guest authoring on other websites? I have a blog based on the same topics you discuss and would love to have you share some stories/information. I know my visitors would value your work. If you are even remotely interested, feel free to send me an e mail.

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  210. When I initially commented I clicked the “Notify me when new comments are added” checkbox and now each time a comment is added I get four emails with the same comment. Is there any way you can remove me from that service? Thanks!

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  219. Today, I went to the beach with my kids. I found a sea shell and gave it to my 4 year old daughter and said “You can hear the ocean if you put this to your ear.” She put the shell to her ear and screamed. There was a hermit crab inside and it pinched her ear. She never wants to go back! LoL I know this is totally off topic but I had to tell someone!

  220. Hey I know this is off topic but I was wondering if you knew of any widgets I could add to my blog that automatically tweet my newest twitter updates. I’ve been looking for a plug-in like this for quite some time and was hoping maybe you would have some experience with something like this. Please let me know if you run into anything. I truly enjoy reading your blog and I look forward to your new updates.

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  224. I’m really loving the theme/design of your blog. Do you ever run into any web browser compatibility issues? A few of my blog readers have complained about my blog not working correctly in Explorer but looks great in Firefox. Do you have any recommendations to help fix this issue?

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  226. Hello! I know this is kind of off topic but I was wondering if you knew where I could get a captcha plugin for my comment form? I’m using the same blog platform as yours and I’m having difficulty finding one? Thanks a lot!

  227. Hi there! This is kind of off topic but I need some advice from an established blog. Is it hard to set up your own blog? I’m not very techincal but I can figure things out pretty fast. I’m thinking about making my own but I’m not sure where to begin. Do you have any tips or suggestions? Appreciate it

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