Florida Statutes 617.1101 – Plan of merger
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(1) Any two or more domestic corporations may merge into one domestic corporation pursuant to a plan of merger approved in the manner provided in this section.
(2) Each corporation must adopt a plan of merger setting forth:
(a) The names of the corporations proposing to merge and the name of the surviving corporation into which each other corporation plans to merge, which is designated as the surviving corporation;
Terms Used In Florida Statutes 617.1101
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in the jurisdiction of incorporation. See Florida Statutes 617.01401
- 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.
(b) The terms and conditions of the proposed merger;
(c) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; and
(d) The manner and basis, if any, of converting the memberships of each merging corporation into memberships, obligations, or securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property.
(3) The plan of merger may set forth:
(a) Amendments to, or a restatement of, the articles of incorporation of the surviving corporation;
(b) The effective date of the merger, which may be on or after the date of filing the articles of incorporation or merger; or
(c) Other provisions relating to the merger.