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2022 Florida Statutes (including 2022C, 2022D, 2022A, and 2023B)

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 607 FLORIDA BUSINESS CORPORATION ACT Entire Chapter
SECTION 1105
Articles of merger or share exchange.
F.S. 607.1105
607.1105 Articles of merger or share exchange.—
(1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected under s. 607.1101(1)(b), the merger has been approved as required by the organic law governing the parties to the merger, the articles of merger must be signed by each party to the merger, except as provided in s. 607.1104(1). The articles must set forth:
(a) The name, jurisdiction of formation, and type of entity of each party of the merger;
(b) If not already identified as the survivor pursuant to paragraph (a), the name, jurisdiction of formation, and type of entity of the survivor;
(c) If the survivor of the merger is a domestic corporation and its articles of incorporation are being amended, or if a new domestic corporation is being created as a result of the merger:
1. The amendments to the survivor’s articles of incorporation; or
2. The articles of incorporation of the new corporation;
(d) If the survivor of the merger is a domestic eligible entity, other than a domestic corporation, and its public organic record is being amended in connection with the merger, or if a new domestic eligible entity is being created as a result of the merger:
1. The amendments to the public organic record of the survivor; or
2. The public organic record of the new eligible entity;
(e) If the plan of merger required approval by the shareholders of a domestic corporation that is a party to the merger, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation of such domestic corporation;
(f) If the plan of merger did not require approval by the shareholders of a domestic corporation that is a party to the merger, a statement to that effect;
(g) As to each foreign corporation that is a party to the merger, a statement that the participation of the foreign corporation was duly authorized in accordance with such corporation’s organic law;
(h) As to each domestic or foreign eligible entity that is a party to the merger and that is not a domestic or foreign corporation, a statement that the participation of the eligible entity in the merger was duly authorized in accordance with such eligible entity’s organic law; and
(i) If the survivor is created by the merger and is a domestic limited liability partnership, the document required to elect that status, as an attachment.
(2) After a plan of share exchange in which the acquired eligible entity is a domestic corporation or other eligible entity has been adopted and approved as required by this chapter, articles of share exchange must be signed by the acquired eligible entity and the acquiring eligible entity. The articles must set forth:
(a) The name, jurisdiction of formation, and type of entity of the acquired eligible entity;
(b) The name, jurisdiction of formation, and type of entity of the domestic or foreign eligible entity that is the acquiring eligible entity; and
(c) A statement that the plan of share exchange was duly approved by the acquired eligible entity by:
1. The required vote or consent of each class or series of shares or eligible interests included in the exchange; and
2. The required vote or consent of each other class or series of shares or eligible interests entitled to vote on approval of the exchange by the articles of incorporation or the organic rules of the acquired eligible entity.
(3) In addition to the requirements of subsections (1) and (2), articles of merger or articles of share exchange may contain any other provision not prohibited by law.
(4) The articles of merger or the articles of share exchange shall be delivered to the department for filing, and, subject to subsection (5), the merger or share exchange shall take effect at the effective date determined in accordance with s. 607.0123.
(5) With respect to a merger in which one or more foreign entities is a party or a foreign eligible entity created by the merger is the survivor, the merger itself shall become effective at the later of:
(a) When all documents required to be filed in all foreign jurisdictions to effect the merger have become effective; or
(b) When the articles of merger take effect.
(6) Articles of merger required to be filed under this section may be combined with any filing required under the organic law governing any other domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
(7) A copy of the articles of merger or share exchange, certified by the department, may be filed in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation other than the surviving corporation is situated.
History.—s. 113, ch. 89-154; s. 152, ch. 90-179; s. 34, ch. 93-281; s. 138, ch. 2019-90.