The Florida Senate

608.4383  Effect of merger.--When a merger becomes effective:

(1)  Every limited liability company and other business entity that is a party to the merger merges into the surviving entity and the separate existence of every limited liability company and other business entity that is a party to the merger, except the surviving entity, ceases.

(2)  The title to all real estate and other property, or any interest therein, owned by each domestic limited liability company and other business entity that is a party to the merger is vested in the surviving entity without reversion or impairment. The surviving entity shall record a certified copy of the articles of merger in any county in which a merging entity holds an interest in real property.

(3)  The surviving entity shall thereafter be responsible and liable for all the liabilities and obligations of each limited liability company and other business entity that is a party to the merger, including liabilities arising out of the rights of dissenters with respect to such merger under applicable law.

(4)  Any claim existing or action or proceeding pending by or against any limited liability company or other business entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the limited liability company or other business entity which ceased existence.

(5)  Neither the rights of creditors nor any liens upon the property of any limited liability company or other business entity shall be impaired by such merger.

(6)  If a limited liability company is the surviving entity, the articles of organization and the operating agreement of such limited liability company in effect immediately prior to the time the merger becomes effective shall be the articles of organization and the operating agreement of the surviving entity, except as amended or restated to the extent provided in the plan of merger.

(7)  The interests, partnership interests, shares, obligations, or other securities, and the rights to acquire interests, partnership interests, shares, obligations, or other securities, of each limited liability company and other business entity that is a party to the merger shall be converted into interests, partnership interests, shares, obligations, or other securities, or rights to such securities, of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property as provided in the plan of merger, and the former holders of interests, partnership interests, shares, obligations, or other securities, or rights to such securities, shall be entitled only to the rights provided in the plan of merger and to their rights as dissenters, if any, under s. 608.4384, ss. 607.1301-607.1320, s. 620.205, or other applicable law.

History.--s. 5, ch. 98-101; s. 1, ch. 99-315; s. 3, ch. 2000-298.