September 8, 2000

Documentary Stamp Tax

Holland & Knight Newsletter
Eddie Williams III

A. Merger of Certain Entities and Documentary Stamp Tax -- §§607.1101 and 607.1101 and Chapter 201, F.S.

Current Situation:

Sections 607.1101 and 607.1107, F.S., allow the merger of corporations, both domestic and foreign. Under these types of mergers, title to real property owned by the merging entity will transfer to the surviving entity by operation of law, which pursuant to §607.1106, F.S., does not require recordation of a deed. The act of filing the articles of merger with Secretary of State is sufficient to transfer title to real property from the merging entity to the surviving entity. If a corporation merges with a business entity other than a corporation, however, a deed must be recorded and documentary stamp taxes must be paid in order to transfer title to real property pursuant to the merger. In addition, if a limited liability company or a limited partnerships merge with any other business entity recordation of deeds and the payment of documentary stamp taxes are necessary in order to transfer title to real property pursuant to the mergers. See §§607.11101, 608.4383(2), and 620.204(1)(b), F.S.

Legislative Change:

Senate Bill 2190 (SB 2190), prefiled 3/7/00, amends the above provisions by eliminating the requirement that title to real property held by corporations, limited liability companies, and limited partnerships merging with other business entities be conveyed by recordation of a deed. Thus, title to real property owned by the merging entity would, upon filing of articles of merger with the Secretary of State, pass by operation of law to the surviving entity without the requirement of recording a deed and paying the applicable documentary stamp tax required when recording a deed. In addition, the Bill also amended §608.406, F.S., by adding a provision that limited liability companies that register fictitious names are exempt from the provisions of 608.406(1)(a), F.S., relating to the use of “limited liability company,” “limited company,” or the abbreviations “LLC,” “LC,” or “Ltd.” in companies' name.

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