Bulletin: FL000085

Dear Associates:

A limited partnership may be converted to a general partnership. When this conversion takes place the title to all real property owned by the limited partnership should be conveyed by a deed to the general partnership. Since the converted entity is for all purposes the same entity that existed before the conversion, the property is not treated as being transferred from one entity to a different entity and documentary stamp taxes not required. F.S. 620.8904 effective June 8, 1999.

There is a similar provision already existing which allows for the conversion of a general partnership to a limited partnership without incurring documentary stamp tax. F.S. 620.8902 effective January 1, 1996.

Certain entities may convert to a domestic limited liability company. These include a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a partnership, general or limited, or a foreign limited liability company. Any real property owned by the entity being converted is transferred by operation of law without requiring the recording of a deed. Therefore, no documentary stamp tax would be due. F.S. 608.439(1) and F.S. 608.439(6) effective October 1, 1999. From the chain of title point of view, when a deed conveying property from the domestic limited liability is conveyed at a later date it should be accompanied by an affidavit explaining the conversion since there would be no conveyance on the record showing the conversion.

Non-recurring Intangible Tax must be paid on the maximum amount of all lines of credit secured by a lien on Florida real property, rather than on each advance. This is in addition to the documentary stamp tax imposed on the maximum amount of the line of credit. This is effective July 1, 1999. This is based on a Florida Department Of Revenue Tax Information publication.