Florida § 617.1105 - Articles of merger.

§ 617.1105. Articles of merger.

(1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected pursuant to s. 617.1101(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. 617.1104. The articles of merger must set forth: (a) The name, jurisdiction of formation, and type of entity of each party to the merger; (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 articles of incorporation of the survivor 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 plan of merger required approval by the members of a domestic corporation that is a party to the merger, a statement that the plan was duly approved by the members 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; (e) If the plan of merger did not require approval by the members of a domestic corporation that is a party to the merger, a statement to that effect; (f) 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; (g) 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 (h) If the survivor is not a domestic or foreign corporation or other eligible entity that has been organized as a nonprofit entity under a governing statute or other applicable law that allows such a merger, as to each domestic corporation that is a party to the merger, a statement that it does not hold any property for a charitable purpose. (2) In addition to the requirements of subsection (1), articles of merger may contain any other provision not prohibited by law. (3) The articles of merger shall be delivered to the department for filing, and, subject to subsection (4), the merger must take effect on the effective date determined in accordance with s. 617.0123. (4) With respect to a merger in which one or more foreign entities is a party or a foreign corporation created by the merger is the survivor, the merger itself becomes 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. (5) 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.