608.4383 Effect of merger. - Florida Statutes

608.4383 Effect of merger.

When a merger becomes effective:

   (1) Every limited liability company and other business entity that is a party to the merger merges into the surviving entity and the separate existence of every limited liability company and other business entity that is a party to the merger, except the surviving entity, ceases.

   (2) The title to all real estate and other property, or any interest therein, owned by each domestic limited liability company and other business entity that is a party to the merger is vested in the surviving entity without reversion or impairment by reason of this chapter.

   (3) The surviving entity shall thereafter be responsible and liable for all the liabilities and obligations of each limited liability company and other business entity that is a party to the merger, including liabilities arising out of the appraisal rights under ss. 608.4351-608.43595 with respect to such merger under applicable law.

   (4) Any claim existing or action or proceeding pending by or against any limited liability company or other business entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the limited liability company or other business entity which ceased existence.

   (5) Neither the rights of creditors nor any liens upon the property of any limited liability company or other business entity shall be impaired by such merger.

   (6) If a limited liability company is the surviving entity, the articles of organization and the operating agreement of such limited liability company in effect immediately prior to the time the merger becomes effective shall be the articles of organization and the operating agreement of the surviving entity, except as amended or restated to the extent provided in the plan of merger.

   (7) The partnership and membership interests, shares, obligations, or other securities and other interests, and the rights to acquire such shares, obligations, or other securities and other interests, of each limited liability company and other business entity that is a party to the merger shall be converted into partnership and membership interests, shares, obligations, or other securities and other interests, or rights to such securities, obligations, or other interests, of the surviving entity or, in whole or in part, into cash or other property as provided in the plan of merger, and the former members of each limited liability company merging into another business entity shall be entitled only to the rights provided in the plan of merger and to their appraisal rights, if any, under ss. 608.4351-608.43595, or other applicable law.

History. s. 5, ch. 98-101; s. 1, ch. 99-315; s. 3, ch. 2000-298; s. 10, ch. 2005-267.