607.1101 Merger. - Florida Statutes

607.1101 Merger.

   (1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by s. 607.1103) approve a plan of merger.

   (2) The plan of merger shall set forth:

   (a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge, which is hereinafter designated as the surviving corporation;

   (b) The terms and conditions of the proposed merger; and

   (c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving 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 certificate; and

   (c) Other provisions relating to the merger.

History. s. 109, ch. 89-154.