Fort Myers, FL asked in Business Formation and Business Law for Florida

Q: Back in 2005, how would a Florida general partnership transfer its assets when it changes to a corporation?

If a Florida general partnership incorporated in 2005 to become an S-corp, what steps would they have had to take in order to properly transfer the partnership's assets to the corporation? Is there a Florida statute regarding how this is done or are assets just automatically transferred? Does the partnership no longer exist due to the formation of the successor corporation?

I see that someone replied. I was hoping for something more concrete so let me say it this way: If one of the assets was intellectual property and no paperwork was ever done to formally transfer any assets but a corporation was indeed created in 2005 for the purpose of succeeding the partnership (for liability protection) and no dissolution paperwork was ever done to dissolve the partnership, what happens to the assets (what entity owns the assets) and what is the status of the partnership in the eyes of Florida law?

1 Lawyer Answer
Keith Kanouse
Keith Kanouse
  • Boca Raton, FL
  • Licensed in Florida

A: You have to prepare a Bill of Sale and other transfer documents depending on the nature of the assets from the GP to the Corp. This would be the capital contribution of each partner as each partner would become a shareholder in proportionate to his or her partnership percentage. You would also prepare a Dissolution of Partnership.

Bruce Alexander Minnick agrees with this answer

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