Florida Statutes 617.1108 – Merger of domestic corporation and other eligible entities
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Terms Used In Florida Statutes 617.1108
- 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.
- Corporation not for profit: means a corporation no part of the income or profit of which is distributable to its members, directors, or officers, except as otherwise provided under this chapter. See Florida Statutes 617.01401
- Department: means the Department of State. See Florida Statutes 617.01401
- domestic corporation: means a corporation not for profit, subject to the provisions of this chapter, except a foreign corporation. See Florida Statutes 617.01401
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(1) Subject to s. 617.0302(16) and other applicable provisions of this chapter, ss. 607.1101, 607.1103, 607.1105, 607.1106, and 607.1107 shall apply to a merger involving a corporation not for profit organized under this act and one or more other eligible entities identified in 1s. 607.1108(1).
(2) A domestic corporation not for profit organized under this chapter is not required to file articles of merger pursuant to this section if the corporation not for profit is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 605.1025, s. 607.1105, s. 620.2108(3), or s. 620.8918(1) and (2). In such a case, the other articles of merger or certificate of merger may also be used for purposes of subsection (3).
(3) A copy of the articles of merger or certificate of merger, certified by the Department of State, 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 party to the merger, other than the surviving entity, is situated.