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.

The CILB has a form [Construction Industry Licensing Board Request for Name Change for Construction Business Entities Form # DBPR CILB 23] which has a check box for a name change from Inc to LLC. Also, see Fla. Admin. Code Ann. R. 61-6.021 Licensee Name Change. (1) Licensees shall direct their requests for name changes on the master file of the Department to the Department of Business and Professional Regulation, 2601 Blair Stone Road, Tallahassee, Florida 32399-2205. (2) Name change requests shall be in writing and shall be documented. An original document, a certified copy, a duplicate copy of an original document, or a duplicate of a certified copy of an original document which shows the legal name change shall be accepted unless the Department has a question about the authenticity of the document raised on its face, the genuineness of the document is uncertain, or because of another matter related to the application. (3) Documents acceptable by the Department for request of a license name change include a marriage license, a court order (e.g., adoption, divorce decree, name change, or federal identity change), naturalization certificate, REAL ID-compliant state-issued driver's license or identification card, or a passport along with a copy of the licensee's social security card. (4) Documents unacceptable for a request of a license name change include all documentation other than those documents listed above. Rulemaking Authority 455.203(5) FS. Law Implemented 455.203 FS. History-New 8-26-93, Amended 4-3-95, 12-24-97, 4-7-25. Seems to me it's clear an entity has to change its name to be licensed. Regards, Langfred W. White, Esquire Board Certified in Construction Law [cid:image001.jpg@01DBF0C5.CD0D0E10] [cid:image002.jpg@01DBF0C5.CD0D0E10] [cid:image004.jpg@01DBF0C5.CD0D0E10] The Law Offices of Langfred W. White, PA P.O. Box 8334 Clearwater, FL 33758 Email: lan@lwwhiteattorney.com<mailto:lan@lwwhiteattorney.com> Phone: (727) 422-5064 This electronic message is confidential and may be subject to an attorney-client privilege or an attorney work product privilege, or may otherwise be exempt from discovery under applicable federal and state law. It is intended for use only by the named addressee. If you receive this in error or are not the intended recipient, please delete this email and notify the sender via return e-mail or telephone at (727) 422-5064. Pursuant to IRS Circular 230, please be advised this message, and any advice contained in it, is not intended to be used and may not be used to avoid any tax penalties that may be imposed on you. From: constructionlaw-bounces@lists.flabarrpptl.org <constructionlaw-bounces@lists.flabarrpptl.org> On Behalf Of RPPTL constructionlaw Sent: Tuesday, July 8, 2025 3:57 PM To: constructionlaw@lists.flabarrpptl.org Subject: Re: [RPPTL-constructionlaw] Entity Conversion and Licensing Question 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@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org> <constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw Sent: Tuesday, July 8, 2025 3:30 PM To: constructionlaw@lists.flabarrpptl.org<mailto:constructionlaw@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@pecklaw.com<mailto:sreisman@pecklaw.com> | www.pecklaw.com<http://www.pecklaw.com/> Florida Bar Board Certified - Construction Law From: constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org> <constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw Sent: Tuesday, July 8, 2025 12:37 PM To: constructionlaw@lists.flabarrpptl.org<mailto:constructionlaw@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@bennettlegalgroup.com<mailto:michelle@bennettlegalgroup.com> The information contained in this electronic mail message is privileged and confidential information intended only for the use of the individual or entity named. If the reader of the message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of the communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone at 407-734-4559 or reply email and delete this message. From: constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org> <constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw Sent: Wednesday, July 2, 2025 3:25 PM To: constructionlaw@lists.flabarrpptl.org<mailto:constructionlaw@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@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org> <constructionlaw-bounces@lists.flabarrpptl.org<mailto:constructionlaw-bounces@lists.flabarrpptl.org>> On Behalf Of RPPTL constructionlaw Sent: Wednesday, July 2, 2025 1:24 PM To: RPPTL constructionlaw <constructionlaw@lists.flabarrpptl.org<mailto:constructionlaw@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@clarkpartington.com<mailto:bpartington@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/> [ClarkPartington-logo-RGB_Screen-02-1.png] CONFIDENTIALITY NOTICE: This e-mail transmission, including previous e-mails and attachments, may contain confidential information that is legally privileged. If you are not the intended recipient, your disclosure, copying, distribution or use of information in or attached to this transmission is strictly prohibited. If you have received this transmission in error, please immediately notify us by reply e-mail and destroy the original transmission and its attachments without reading or saving them.