Florida Statutes 605.1026 – Effect of merger
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(1) When a merger becomes effective:
(a) The surviving entity continues in existence;
Terms Used In Florida Statutes 605.1026
- Appraisal: A determination of property value.
- Articles of merger: means the articles of merger required under…. See Florida Statutes 605.0102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Entity: means :1. See Florida Statutes 605.0102
- Governor: means :
(a) A director of a business corporation;(b) A director or trustee of a nonprofit corporation;(c) A general partner of a general partnership;(d) A general partner of a limited partnership;(e) A manager of a manager-managed limited liability company;(f) A member of a member-managed limited liability company;(g) A director or a trustee of a real estate investment trust; or(h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Florida Statutes 605.0102- Interest: means :
(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102- Interest holder: means :
(a) A shareholder of a business corporation;(b) A member of a nonprofit corporation;(c) A general partner of a general partnership;(d) A general partner of a limited partnership;(e) A limited partner of a limited partnership;(f) A member of a limited liability company;(g) A shareholder or beneficial owner of a real estate investment trust;(h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or(i) Another direct holder of an interest. See Florida Statutes 605.0102- Interest holder liability: means :
(a) Personal liability for a liability of an entity which is imposed on a person:1. See Florida Statutes 605.0102- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Florida Statutes 605.0102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organic law: means the law of the jurisdiction in which an entity was formed. See Florida Statutes 605.0102
- Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 605.0102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 605.0102
- Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication, as appropriate in the particular context. See Florida Statutes 605.0102
- Plan of merger: means a plan under…. See Florida Statutes 605.0102
- Private organic rules: means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Florida Statutes 605.0102
- Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
- 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 that record. See Florida Statutes 605.0102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States. See Florida Statutes 605.0102
- Surviving entity: means the entity that continues in existence after or is created by a merger. See Florida Statutes 605.0102
- Transfer: includes :
(a) An assignment. See Florida Statutes 605.0102(b) Each merging entity that is not the surviving entity ceases to exist;(c) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;(d) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;(e) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;(f) If the surviving entity exists before the merger:1. All its property continues to be vested in it without transfer, reversion, or impairment;2. It remains subject to all of its debts, obligations, and other liabilities; and3. All of its rights, privileges, immunities, powers, and purposes continue to be vested in it;(g) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;(h) If the surviving entity exists before the merger:1. Its public organic record, if any, is amended as provided in the articles of merger; and2. Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;(i) If the surviving entity is created by the merger:1. Its public organic record, if any, is effective; and2. Its private organic rules are effective; and(j) The interests or rights to acquire interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under ss. 605.1006 and 605.1061–605.1072 and the merging entity’s organic law.(2) Except as otherwise provided in the organic law or organic rules of a merging entity:(a) The merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity; and(3) When a merger becomes effective, a person who did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger will have interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective.(4) When a merger becomes effective, the interest holder liability of a person who ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows:(a) The merger does not discharge an interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective.(b) The person does not have interest holder liability under the organic law of the domestic merging entity for a debt, obligation, or other liability that arises after the merger becomes effective.(c) The organic law of the domestic merging entity and any rights of contribution provided under such law, or the organic rules of the domestic merging entity, continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (a) as if the merger had not occurred and the surviving entity were the domestic merging entity.(5) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in s. 605.0117 and chapter 48.(6) When a merger becomes effective, the certificate of authority to transact business in this state of any foreign merging entity that is not the surviving entity is canceled.