2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1026 - Effect of Merger.

605.1026 Effect of merger.—
(1) When a merger becomes effective:
(a) The surviving entity continues in existence;
(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; and
3. 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; and
2. 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; and
2. 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
(b) The merging entity is not required to wind up its affairs, pay its liabilities, and distribute its assets under ss. 605.0701-605.0717, and the merger shall not constitute a dissolution of the merging entity.
(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.
History.—s. 2, ch. 2013-180.