617.1107 Merger of domestic and foreign corporations. - Florida Statutes

617.1107 Merger of domestic and foreign corporations.

   (1) One or more foreign corporations and one or more domestic corporations may be merged into a corporation of this state or of another jurisdiction if such merger is permitted by the laws of the jurisdiction under which each such foreign corporation is organized and if:

   (a) Each foreign corporation complies with the applicable laws of the jurisdiction under which it is organized; and

   (b) Each domestic corporation complies with the provisions of this act relating to the merger of domestic corporations.

   (2) If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, it must comply with the provisions of this act with respect to foreign corporations if it is to conduct its affairs in this state, and in every case it will be deemed to have filed with the Department of State:

   (a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger; and

   (b) An irrevocable appointment of the Department of State of this state as its agent to accept service of process in any such proceeding.

   (3) If the surviving corporation is to be governed by the laws of this state, the effect of such merger is the same as in the case of the merger of domestic corporations. If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, the effect of such merger is governed by the laws of such other jurisdiction.

   (4) At any time prior to the filing of the articles of merger by the Department of State, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.

History. s. 73, ch. 90-179.