607.1106 Effect of merger or share exchange. - Florida Statutes

607.1106 Effect of merger or share exchange.

   (1) When a merger becomes effective:

   (a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

   (b) The title to all real estate and other property, or any interest therein, owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

   (c) The surviving corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each corporation party to the merger;

   (d) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation which ceased existence;

   (e) Neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by such merger;

   (f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

   (g) The shares (and the rights to acquire shares, obligations, or other securities) of each corporation party to the merger that are to be converted into shares, rights, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under s. 607.1302.

   (2) When a share exchange becomes effective, the shares of each acquired corporation are exchanged as provided in the plan of exchange, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under s. 607.1302.

History. s. 114, ch. 89-154; s. 4, ch. 2004-378.