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Tuesday, August 23, 2005

Doc Stamps & Mergers/Consolidations (Florida)

Effective January 1, 2006, documentary stamp taxes, as imposed under ss. 201.02(1) and 201.08(1)(a), F.S., are not due on deeds or other instruments that purport to convey interests in Florida real property and instruments purporting to assume notes and other written obligations to pay money that are executed or delivered as a result of the certain mergers or conversions.

In a recently issued tax information publication, the Florida Department of Revenue summarized that such taxes will not apply to the following mergers and conversions:

  • A domestic corporation converting into another business entity pursuant to s. 607.1112, F.S.
  • Another business entity converting into a domestic corporation pursuant to s. 607.1115, F.S.
  • A domestic limited liability company converting into another business entity pursuant to s. 608.4401, F.S.
  • An organization other than a limited partnership converting into a limited partnership and a limited partnership converting into an organization other than a limited partnership pursuant to s. 620.2102, F.S.
  • A limited partnership merging with one or more constituent organizations pursuant to s. 620.2106, F.S.
  • An organization other than a partnership converting into a partnership and a partnership converting into another organization pursuant to s. 620.8912, F.S.
  • A partnership merging with one or more other constituent organizations pursuant to s. 620.8916, F.S.
  • In each merger or conversion referred to above, title to all real property is conveyed to the surviving or converted entity by operation of law, and all debts and liabilities of the merging or converting entity become the debts and liabilities of the surviving or converted entity by operation of law.
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