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The Florida Senate

2004 Florida Statutes

Section 620.8905, Florida Statutes 2004

620.8905  Merger of partnerships.--

(1)  Pursuant to a plan of merger approved as provided in subsection (3), a partnership may be merged with one or more partnerships or limited partnerships.

(2)  A plan of merger must set forth:

(a)  The name and state of organization of each partnership or limited partnership which is a party to the merger;

(b)  The name and state of organization of the surviving entity into which the partnerships or limited partnerships will merge;

(c)  Whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(d)  The terms and conditions of the merger;

(e)  The manner and basis of converting the interests of each partner of a party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and

(f)  The street address of the surviving entity's chief executive office.

(3)  A plan of merger must be approved:

(a)  In the case of a partnership which is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and

(b)  In the case of a limited partnership which is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized or, in the absence of such law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

(4)  After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(5)  The merger takes effect on the later of:

(a)  Approval of a plan of merger by all parties to the merger, as provided in subsection (3);

(b)  Filing all documents required by law to be filed as a condition to the effectiveness of the merger; or

(c)  Any effective date specified in the plan of merger.

(6)  Prompt notice of the merger, together with a copy of this section, shall be given to each partner.

History.--s. 13, ch. 95-242.