Florida Statutes 617.1107 – Merger of domestic and foreign corporations
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(1) One or more foreign corporations and one or more domestic corporations may be merged into a corporation of this state or of another jurisdiction if such merger is permitted by the laws of the jurisdiction under which each such foreign corporation is organized and if:
(a) Each foreign corporation complies with the applicable laws of the jurisdiction under which it is organized; and
Terms Used In Florida Statutes 617.1107
- 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 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
- Foreign corporation: means a corporation not for profit organized under laws other than the laws of this state. See Florida Statutes 617.01401
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
(b) Each domestic corporation complies with the provisions of this act relating to the merger of domestic corporations.
(2) If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, it must comply with the provisions of this act with respect to foreign corporations if it is to conduct its affairs in this state, and in every case it will be deemed to have filed with the Department of State:
(a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger; and
(b) An irrevocable appointment of the Department of State of this state as its agent to accept service of process in any such proceeding.
(3) If the surviving corporation is to be governed by the laws of this state, the effect of such merger is the same as in the case of the merger of domestic corporations. If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, the effect of such merger is governed by the laws of such other jurisdiction.
(4) At any time prior to the filing of the articles of merger by the Department of State, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.