2021 Florida Statutes (Including 2021B Session)
Effect of merger.
Effect of merger.
620.2109 Effect of merger.—
(1) When a merger becomes effective:
(a) The surviving organization continues.
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
(c) All property owned by each constituent organization that ceases to exist vests in the surviving organization.
(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.
(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of ss. 620.1801-620.1813.
(i) Any amendments provided for in the certificate of merger for the organizational document that created the organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state shall appoint the Department of State as its agent for service of process for the purposes of enforcing an obligation under this subsection and any appraisal rights of limited partners under ss. 620.2113-620.2124 to the extent applicable to the merger. Service on the Department of State under this subsection is made in the same manner and with the same consequences as in s. 620.1117(3) and (4).
(3) A copy of the certificate of merger, certified by the Department of State, may be filed in any county of this state in which a constituent organization holds an interest in real property.
History.—s. 17, ch. 2005-267.