[RPPTL-constructionlaw] Entity Conversion and Licensing Question

Tue Jul 8 12:56:55 PDT 2025

     I agree that (1)(d) applies as to "all rights"....... "Except as otherwise provided by law...." the latter of which appears to be the legislative intent.
     In truth ,the application of section 489.128 can be very HARSH, but that is exactly in sync with all the other harsh consequences of UPL, such as: loss of lien rights; criminal sanctions; recoupment of funds already paid; treble damages, etc.

Fred R. Dudley, Esq. BCS
Board Certified Specialist (Construction Law)
Martindale-Hubbell AV Preeminent Lawyer
Fellow: American College of Trust and Estate Counsel
Dudley, Healy & Heath, PLLC
Attorneys and Counselors at Law
2940 Kerry Forrest Parkway, Suite 201,
TALLAHASSEE, FLORIDA 32309
Direct: 850-692-6368
Cell:850-294-3471

From: constructionlaw-bounces at lists.flabarrpptl.org <constructionlaw-bounces at lists.flabarrpptl.org> On Behalf Of RPPTL constructionlaw
Sent: Tuesday, July 8, 2025 3:30 PM
To: constructionlaw at lists.flabarrpptl.org
Subject: Re: [RPPTL-constructionlaw] Entity Conversion and Licensing Question

Consider FS 605.1046(1)(a)(2) which provides that the new LLC is the same entity as the converting entity.  Doesn't this support the position that if A was properly licensed then so is A+?  I think that is the intent of the statute.

Effective: January 1, 2014
West's F.S.A. § 605.1046
605.1046. Effect of conversion
Currentness<https://1.next.westlaw.com/Document/NEECDFAD0F4E911E287538FE6867B56CD/View/FullText.html?originationContext=document&contextData=(sc.Document)&transitionType=StatuteNavigator&needToInjectTerms=False&ppcid=1e765c8475d04dba9bfdcd64c31168f7#co_anchor_I71BCE2602B4411F0B3A5FE9AA508FA55>
(1) When a conversion in which the converted entity is a domestic limited liability company becomes effective:
(a) The converted entity is:
1. Organized under and subject to this chapter; and
2. The same entity, without interruption, as the converting entity;
(b) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(c) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
(d) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
(e) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

Stephen H. Reisman
Vice Chair | General Counsel | Peckar & Abramson, P.C.
One S.E. Third Avenue | Suite 2000 | Miami, Florida 33131
office 305.358.2600(5233) | direct 305.358.2723 | cell 305.582.0241
sreisman at pecklaw.com<mailto:sreisman at pecklaw.com> | www.pecklaw.com<http://www.pecklaw.com/>
Florida Bar Board Certified - Construction Law

From: constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org> <constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw
Sent: Tuesday, July 8, 2025 12:37 PM
To: constructionlaw at lists.flabarrpptl.org<mailto:constructionlaw at lists.flabarrpptl.org>
Subject: Re: [RPPTL-constructionlaw] Entity Conversion and Licensing Question

I agree with Fred, the entity must submit an application for a change of status and be approved and licensed

MICHELLE B. KANE, ESQUIRE, B.C.S.
Partner
Board Certified Construction Attorney
Bennett Legal Group, P.A.
Construction & Business Litigation
850 Concourse Parkway South, Suite 100
Maitland, Florida  32751
407-734-4559 Telephone
407-254-5450 Direct
www.bennettlegalgroup.com<http://www.bennettlegalgroup.com/>
michelle at bennettlegalgroup.com<mailto:michelle at bennettlegalgroup.com>

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From: constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org> <constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw
Sent: Wednesday, July 2, 2025 3:25 PM
To: constructionlaw at lists.flabarrpptl.org<mailto:constructionlaw at lists.flabarrpptl.org>
Subject: Re: [External] [RPPTL-constructionlaw] Entity Conversion and Licensing Question

NO,.  per the agency.....10 cents please, but I would love to defend them against the department.

Fred R. Dudley, Esq. BCS
Board Certified Specialist (Construction Law)
Martindale-Hubbell AV Preeminent Lawyer
Fellow: American College of Trust and Estate Counsel
Dudley, Healy & Heath, PLLC
Attorneys and Counselors at Law
2940 Kerry Forrest Parkway, Suite 201,
TALLAHASSEE, FLORIDA 32309
Direct: 850-692-6368
Cell:850-294-3471

From: constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org> <constructionlaw-bounces at lists.flabarrpptl.org<mailto:constructionlaw-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw
Sent: Wednesday, July 2, 2025 1:24 PM
To: RPPTL constructionlaw <constructionlaw at lists.flabarrpptl.org<mailto:constructionlaw at lists.flabarrpptl.org>>
Subject: [RPPTL-constructionlaw] Entity Conversion and Licensing Question

Interested in folks' thoughts on this:

Entity A, Inc., converts to Entity A+, LLC. Same Federal Tax ID number. Not an asset sale, but the entity is simply converted from a Sub-S corporation to an LLC under the applicable statutes permitting such a conversion.

Entity A had qualifiers in the trades where it worked (MEP). Is Entity A+, LLC properly licensed upon the conversion without further DBPR/CILB filings?

Bruce Partington | Shareholder
bpartington at clarkpartington.com<mailto:bpartington at clarkpartington.com> | (850) 432-1399<tel:(850)%20432-1399>
Board Certified Specialist in Construction Law

CLARK PARTINGTON
Office: (850) 434-9200 | Fax: (850) 432-7340
125 East Intendencia Street, 4th Floor
Pensacola, Florida 32502
clarkpartington.com<https://clarkpartington.com/>

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