AB566,124
4Section 124
. 178.1143 (3) (b) of the statutes is repealed.
AB566,125
5Section 125
. 178.1144 (1) (a) of the statutes is amended to read:
AB566,54,76
178.1144
(1) (a) The name, type of entity, and governing law
of the converting
7entity.
AB566,126
8Section 126
. 178.1144 (1) (d) of the statutes is amended to read:
AB566,54,129
178.1144
(1) (d) Any organizational documents of the converted entity
under
10s. 178.1142 (1) (e) that are to be in a public record under its governing law
, including,
11if the converted entity is a domestic limited liability partnership, its statement of
12qualification.
AB566,127
13Section 127
. 178.1144 (1) (f) of the statutes is amended to read:
AB566,54,1614
178.1144
(1) (f) A statement that upon request the converted entity will provide
15a copy of the plan of conversion to any
person that was an interest holder of the
16converting entity.
AB566,128
17Section 128
. 178.1144 (1) (g) of the statutes is created to read:
AB566,54,1818
178.1144
(1) (g) A statement whether s. 178.1161 applies to the conversion.
AB566,129
19Section 129
. 178.1145 (1) (f) of the statutes is amended to read:
AB566,55,220
178.1145
(1) (f) The interests of the converting entity that are to be converted
21into interests, securities, or obligations of the surviving entity, rights to acquire such
22interests or securities, money, other property, or any combination of the foregoing,
23are converted as provided in the plan of conversion, and the former interest holders
24of the converting entity are entitled only to the rights provided in the plan of
25conversion or to their rights, if any, under ss. 178.1161,
179.77 179.1161, 180.0301
1to 180.1331,
181.1180, 183.1061, or otherwise under the governing law of the
2converting entity. All other terms and conditions of the conversion also take effect.
AB566,130
3Section 130
. 178.1145 (2) of the statutes is amended to read:
AB566,55,74
178.1145
(2) (a) When a conversion takes effect, the department is
the an agent
5of any foreign converted entity for service of process in a proceeding to enforce any
6obligation or the rights of
dissenting shareholders or other interest holders
, in their
7capacity as such, of any domestic
partnership converting entity.
AB566,55,138
(b) When a conversion takes effect, any foreign converted entity shall
promptly
9pay to the dissenting or dissociating timely honor the rights and obligations of 10interest holders
of under this chapter with respect to any domestic
partnership 11converting entity
the amount, if any, to which they are entitled under s. 178.1161 or
12ss. 180.1301 to 180.1331 or the corresponding provisions of the entity's other
13governing law.
AB566,131
14Section 131
. 178.1145 (3) of the statutes is created to read:
AB566,55,2015
178.1145
(3) When a conversion takes effect, any foreign converted entity may
16be served with process in this state for the collection and enforcement of any debts,
17obligations, or other liabilities of a domestic converting entity in the manner
18provided in s. 178.0912, except that references to the department in that section shall
19be treated as references to the appropriate authority under the foreign converted
20entity's governing law for purposes of applying this subsection.
AB566,132
21Section 132
. 178.1153 (2) of the statutes is amended to read:
AB566,56,322
178.1153
(2) Subject to s. 178.1161
and the governing law of the domesticating
23entity, after a plan of domestication is approved, and at any time before a
24domestication becomes effective,
except as otherwise provided in the plan of
25domestication, the domesticating entity may amend the plan of domestication or
1abandon the domestication as provided in the plan of domestication
or, except as
2otherwise provided in the plan of domestication, with the same vote or consent as was
3required to approve the plan of domestication.
AB566,133
4Section 133
. 178.1153 (3) (b) of the statutes is repealed.
AB566,134
5Section 134
. 178.1154 (1) (d) of the statutes is amended to read:
AB566,56,96
178.1154
(1) (d) Any amendments to the organizational documents of the
7domesticating entity and any organizational documents of the domesticated entity
8under s. 178.1152 (1) (d) that are to be in a public record under their respective
9governing laws.
AB566,135
10Section 135
. 178.1154 (1) (f) of the statutes is amended to read:
AB566,56,1311
178.1154
(1) (f) A statement that upon request the domesticated entity will
12provide a copy of the plan of domestication to any
person that was an interest holder
13in the
domesticating domesticated entity
at the time of the domestication.
AB566,136
14Section 136
. 178.1154 (1) (g) of the statutes is created to read:
AB566,56,1515
178.1154
(1) (g) A statement whether s. 178.1161 applies to the domestication.
AB566,137
16Section 137
. 178.1155 (1) (e) of the statutes is amended to read:
AB566,56,2017
178.1155
(1) (e) The
non-United States organizational documents of the
18domesticated entity are amended to the extent, if any, provided in the plan of
19domestication and, to the extent such amendments are to be reflected in a public
20record, as provided in the articles of domestication.
AB566,138
21Section 138
. 178.1155 (1) (f) of the statutes is amended to read:
AB566,56,2522
178.1155
(1) (f) The
United States organizational documents of the
23domesticated entity are as provided in the plan of domestication and, to the extent
24such organizational documents are to be reflected in a public record, as provided in
25the articles of domestication.