Florida Statutes 607.1107 – Abandonment of a merger or share exchange
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(1) After a plan of merger or a plan of share exchange has been adopted and approved as required by this chapter, and before the articles of merger or the articles of share exchange have become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or the plan of share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.
(2) If a merger or share exchange is abandoned under subsection (1) after articles of merger or articles of share exchange have been delivered to the department for filing but before the articles of merger or articles of share exchange have become effective, a statement of abandonment signed by all the parties that signed the articles of merger or articles of share exchange must be delivered to the department for filing before the articles of merger or articles of share exchange become effective. The statement shall take effect on filing, whereupon the merger or share exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:
(a) The name of each party to the merger or the names of the acquiring and acquired entities in a share exchange;
Terms Used In Florida Statutes 607.1107
- 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
- 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
- Merger: means a transaction pursuant to…. See Florida Statutes 607.01401
- Share exchange: means a transaction pursuant to…. See Florida Statutes 607.01401
(b) The date on which the articles of merger or articles of share exchange were filed by the department; and
(c) A statement that the merger or share exchange has been abandoned in accordance with this section.