607.1105 Articles of merger or share exchange. - Florida Statutes

607.1105 Articles of merger or share exchange.

   (1) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Department of State for filing articles of merger or share exchange which shall be executed by each corporation as required by s. 607.0120 and which shall set forth:

   (a) The plan of merger or share exchange;

   (b) The effective date of the merger or share exchange, which may be on or after the date of filing the articles of merger or share exchange; if the articles of merger or share exchange do not provide for an effective date of the merger or share exchange, then the effective date shall be the date on which the articles of merger or share exchange are filed;

   (c) If shareholder approval was not required, a statement to that effect; and

   (d) As to each corporation, to the extent applicable, the date of adoption of the plan of merger or share exchange by the shareholders or by the board of directors when no vote of the shareholders is required.

   (2) A copy of the articles of merger or share exchange, certified by the Department of State, may be filed in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation other than the surviving corporation is situated.

History. s. 113, ch. 89-154; s. 152, ch. 90-179; s. 34, ch. 93-281.