Free Florida LLC into 'Other Business Entity' - Florida

FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS

Attached is a form to convert a "Florida Limited Liability Company" into an "Other Business Entity" pursuant to section 608.4403, Florida Statutes. This form is basic and may not meet all conversion needs. The advice of an attorney is recommended. Pursuant to s. 608.4401(1), F.S., "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." Filing Fee: Certified Copy (optional): Certificate of Status (optional): $25.00 $30.00 $ 5.00

Send one check in the total amount payable to the Florida Department of State. Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address Registration Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 Street Address Registration Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301

For further information, you may contact the Registration Section at (850) 245-6051.

CR2E106 (06/09)

COVER LETTER TO: Registration Section Division of Corporations

SUBJECT:
Name of Florida Limited Liability Company

The enclosed Certificate of Conversion and fee(s) are submitted to convert a Florida Limited Liability Company" into an "Other Business Entity" in accordance with s.608.4403, F.S. Please return all correspondence concerning this matter to:

Contact Person

Firm/Company

Address

City, State and Zip Code

E-mail address: (to be used for future annual report notification)

For further information concerning this matter, please call: at (
Name of Contact Person

)

Area Code and Daytime Telephone Number

Enclosed is a check for the following amount:
$25.00 Filing Fee $30.00 Filing Fee and Certificate of Status $55.00 Filing Fee and Certified Copy $60.00 Filing Fee, Certified Copy, and Certificate of Status

STREET ADDRESS: Registration Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301

MAILING ADDRESS: Registration Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314

Certificate of Conversion For Florida Limited Liability Company Into "Other Business Entity"

This Certificate of Conversion is submitted to convert the following Florida Limited Liability Company into an "Other Business Entity" in accordance with s. 608.4403, Florida Statutes. 1. The name of the Florida Limited Liability Company converting into the "Other Business Entity" is: . Enter Name of Florida Limited Liability Company 2. The name of the "Other Business Entity" is: . Enter Name of "Other Business Entity" 3. The "Other Business Entity" is a (Enter entity type. Example: corporation, limited partnership, general partnership, common law or business trust, etc.) organized, formed or incorporated under the laws of (Enter state, or if a non-U.S. entity, the name of the country) 4. The above referenced Florida Limited Liability Company has converted into an "Other Business Entity" in compliance with Chapter 608, F.S., and the conversion complies with the statute or applicable law governing the "Other Business Entity." 5. The plan of conversion was approved by the converting Florida Limited Liability Company in accordance with Chapter 608, F.S. 6. If applicable, the written consent of each member who, as a result of the conversion, is now a general partner of the surviving entity was obtained pursuant to s. 608.4402(2), F.S. 7. This conversion was effective under the laws governing the "Other Business Entity" on: .

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8. This conversion shall be effective in Florida on: . (The effective date: 1) cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State; AND 2) must be the same as the effective date of the conversion under the laws governing the "Other Business Entity.") 9. The principal office address of the "Other Business Entity" under the laws of the state, country, or jurisdiction in which such entity was organized is as follows:

. 10. If the "Other Business Entity" is an out-of-state entity not registered to transact business in Florida, the "Other Business Entity": a.) Appoints the Florida Secretary of State as its agent for service of process in a proceeding to enforce obligations of the converting Florida limited liability company, including any appraisal rights of its members under ss. 608.4351-608.43595, F.S. b.) Lists the following street and mailing address of an office the Florida Department of State may use for purposes of s. 48.181, F.S. Street Address:

Mailing Address:

11. The "Other Business Entity" has agreed to pay any members having appraisal rights the amount to which such members are entitled under ss. 608.4351-608.43595, F.S. Signed this day of , 20

Signature: Must be signed by a Member or Authorized Representative. Printed Name: Fees: Filing Fee: Certified Copy: Certificate of Status: Title: $25.00 $30.00 (Optional) $ 5.00 (Optional)

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