2004 Florida Statutes
Effect of merger.
(1) When a merger takes effect:
(a) The separate existence of every partnership or limited partnership which is a party to the merger, other than the surviving entity, ceases;
(b) Title to all real estate and other property, or any interest therein, owned by each of the domestic merged partnerships or limited partnerships vests 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.
(c) All liabilities and obligations of each partnership or limited partnership which is a party to the merger become the liabilities and obligations of the surviving entity;
(d) A claim existing or action or proceeding pending by or against a partnership or limited partnership which is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding;
(e) Neither the rights of creditors of a converting partnership or limited partnership nor any liens upon the property of any party to the merger are impaired by such merger; and
(f) Each partner of a party to the merger is entitled only to the rights provided in the plan of merger.
(2) Service of process in an action against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger shall be as provided in chapter 48, unless the surviving entity is a foreign limited partnership which elects to register with the Department of State as provided in s. 620.169
(3) A partner of the surviving partnership or limited partnership is liable for:
(a) All obligations of a party to the merger for which the partner was personally liable before the merger;
(b) All other obligations of the surviving entity incurred before the merger by a party to the merger, but such obligations may be satisfied only out of property of the surviving entity; and
(c) Except as otherwise provided in s. 620.8306, all obligations of the surviving entity incurred after the merger takes effect, but such obligations may be satisfied only out of property of the surviving entity if the partner is a limited partner.
(4) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of such party immediately before the effective date of the merger shall contribute the amount necessary to satisfy such party's obligations to the surviving entity, in the manner provided in s. 620.8807 or in ss. 620.136 and 620.148, as if the merged party were dissolved.
(5) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which such partner was a partner as of the date the merger takes effect. The surviving entity shall cause such partner's interest in the entity to be purchased under s. 620.8701 or other statute specifically applicable to such partner's interest with respect to a merger. The surviving entity is bound under s. 620.8702 by an act of a general partner who is dissociated under this subsection, and such partner is liable under s. 620.8703 for transactions entered into by the surviving entity after the merger takes effect.
History.--s. 13, ch. 95-242; s. 21, ch. 99-285; s. 6, ch. 2000-298.