(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;

Terms Used In Florida Statutes 607.1105

  • Acquired eligible entity: means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. See Florida Statutes 607.01401
  • Acquiring eligible entity: means the domestic or foreign eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired eligible entity in a share exchange. See Florida Statutes 607.01401
  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Department: means the Florida Department of State. See Florida Statutes 607.01401
  • Document: means :
    (a) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or
    (b) An electronic record. See Florida Statutes 607.01401
  • Domestic: means , with respect to an entity, an entity governed as to its internal affairs by the laws of this state. See Florida Statutes 607.01401
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Florida Statutes 607.01401
  • Effective date: means , when referring to a document accepted for filing by the department, the date and time determined in accordance with…. See Florida Statutes 607.01401
  • Eligible entity: means :
    1. See Florida Statutes 607.01401
  • Eligible interests: means interests or memberships. See Florida Statutes 607.01401
  • Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
  • Foreign: means , with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. See Florida Statutes 607.01401
  • Foreign corporation: means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state. See Florida Statutes 607.01401
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means , with respect to an entity:
    (a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or
    (b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification or equivalent document is filed. See Florida Statutes 607.01401
  • Merger: means a transaction pursuant to…. See Florida Statutes 607.01401
  • Organic law: means the laws of the jurisdiction in which the entity was formed. See Florida Statutes 607.01401
  • Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 607.01401
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Public organic record: means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. See Florida Statutes 607.01401
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Share exchange: means a transaction pursuant to…. See Florida Statutes 607.01401
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
  • Type of entity: means a generic form of entity either:
    (a) Recognized at common law; or
    (b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Florida Statutes 607.01401
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Florida Statutes 607.01401
(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.
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