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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 608 LIMITED LIABILITY COMPANIES Entire Chapter
SECTION 4382
Certificate of merger.
F.S. 608.4382
608.4382 Certificate of merger.—
(1) After a plan of merger is approved by each limited liability company and each other business entity that is a party to the merger, the surviving entity shall deliver to the Department of State for filing a certificate of merger, which shall be executed by each limited liability company and by each other business entity as required by applicable law, and which shall set forth:
(a) The plan of merger.
(b) A statement that the plan of merger was approved by each limited liability company that is a party to the merger in accordance with the applicable provisions of this chapter, and, if applicable, a statement that the written consent of each member of such limited liability company who, as a result of the merger, becomes a general partner of the surviving entity has been obtained pursuant to s. 608.4381(2).
(c) A statement that the plan of merger was approved by each domestic partnership that is a party to the merger in accordance with the applicable provisions of chapter 620.
(d) A statement that the plan of merger was approved by each domestic corporation that is a party to the merger in accordance with the applicable provisions of chapter 607.
(e) A statement that the plan of merger was approved by each other business entity that is a party to the merger, other than limited liability companies, partnerships, and corporations formed, organized, or incorporated under the laws of this state, in accordance with the applicable laws of the state, country, or jurisdiction under which such other business entity is formed, organized, or incorporated.
(f) The effective date of the merger, which may be on or after the date of filing the certificate of merger, subject to the limitations in s. 608.409(2), provided, if the certificate of merger does not provide for an effective date of the merger, the effective date shall be the date on which the certificate of merger is filed.
(g) If the surviving entity is another business entity formed, organized, or incorporated under the laws of any state, country, or jurisdiction other than this state:
1. The address, including street and number, if any, of its principal office under the laws of the state, country, or jurisdiction in which it was formed, organized, or incorporated.
2. If the surviving entity is a foreign entity and is not authorized to transact business in this state, a statement that the surviving entity appoints the Secretary of State as its agent for service of process in a proceeding to enforce obligations of each limited liability company that merged into such entity, including any appraisal rights of its members under ss. 608.4351-608.43595, and the street and mailing address of an office which the Department of State may use for purposes of s. 48.181.
3. A statement that the surviving entity has agreed to pay to any members with appraisal rights the amount to which such members are entitled under ss. 608.4351-608.43595.
(2) A copy of the certificate of merger, certified by the Department of State, may be filed in the official records of any county in this state in which any party to the merger holds an interest in real property.
(3) A domestic limited liability company is not required to file a certificate of merger pursuant to subsection (1) if the domestic limited liability company is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 607.1109(1), s. 617.1108, s. 620.2108(3), or s. 620.8918(1) and (2), and if the articles of merger or certificate of merger substantially complies with the requirements of this section. In such a case, the other articles of merger or certificate of merger may also be used for purposes of subsection (2).
History.—s. 5, ch. 98-101; s. 9, ch. 2005-267; s. 4, ch. 2008-187.