Certificate Of Conversion (Florida Profit Corporation Into Other Business Entity {CR2E104}

FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS WANTS YOU TO KNOW... Business Identity Theft is a broad term that encompasses a wide variety of crimes involving the unauthorized use of a business identity. Small and midsize companies are tempting targets for criminals. 60% of small businesses close within a year of being victims. In an effort to be more business friendly and to heighten security, the Department of State has instituted an e-mail notification process whereby business entities are sent e-mail notices when any changes are made to their records. This e-mail notice will be sent to the previous e-mail address of record. If the change was not authorized by a principal of the business entity, you will be able to notify the Department utilizing a link provided in the e-mail. The 2012 Florida Statutes 817.155 Matters within jurisdiction of Department of State; false, fictitious, or fraudulent acts, statements, and representations prohibited; penalty; statute of limitations.--A person may not, in any matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A person who violates this section is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. American LegalNet, Inc. www.FormsWorkFlow.com FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form to convert a "Florida Profit Corporation" into an "Other Business Entity" pursuant to section 607.1113, Florida Statutes. This form is basic and may not meet all conversion needs. The advice of an attorney is recommended. Pursuant to s. 607.1112(1), F.S., "the term `another business entity' or `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." Filing Fee: Certified Copy (optional): Certificate of Status (optional) $35 $8.75 $8.75 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 Amendment Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 Street Address Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 For further information, you may contact the Registration Section at (850) 245-6050. CR2E104 (12/12) American LegalNet, Inc. www.FormsWorkFlow.com COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Name of Florida Profit Corporation The enclosed Certificate of Conversion and fee(s) are submitted to convert a Florida Profit Corporation into an "Other Business Entity" in accordance with s. 607.1113, 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: $35.00 Filing Fee $43.75 Filing Fee and Certificate of Status $43.75 Filing Fee and Certified Copy $52.50 Filing Fee, Certified Copy, and Certificate of Status STREET ADDRESS: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 MAILING ADDRESS: Amendment Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 American LegalNet, Inc. www.FormsWorkFlow.com Certificate of Conversion For Florida Profit Corporation Into "Other Business Entity" This Certificate of Conversion is submitted to convert the following Florida Profit Corporation into an "Other Business Entity" in accordance with s. 607.1113, Florida Statutes. 1. The name of the Florida Profit Corporation converting into the "Other Business Entity" is: Enter Name of Florida Profit Corporation 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: limited liability company, 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 Profit Corporation has converted into an "Other Business Entity" in compliance with Chapter 607, F.S., and the conversion complies with the applicable laws governing the "Other Business Entity." 5. The plan of conversion was approved by the converting Florida Profit Corporation in accordance with Chapter 607, F.S. 6. If applicable, the written consent of each shareholder who, as a result of the conversion, is now a general partner of the surviving entity was obtained pursuant to s. 607.1112(6), F.S. 7. This conversion was effective under the laws governing the "Other Business Entity" on: . Page 1 of 2 American LegalNet, Inc. www.FormsWorkFlow.com 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 "Other Business Entity's" principal office address, if any: 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 profit corporation, including any appraisal rights of shareholders of the converting Florida profit corporation under ss. 607.1301-607.1333, Florida Statutes. b.) Lists the following street and mailing address of an o