620.8919 Effect of merger.—
(1) When a merger becomes effective:
(a) The surviving organization continues.
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
(c) Title to all real estate and other property owned by each constituent organization that ceases to exist vests in the surviving organization without reversion or impairment.
(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.
(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
(h) Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership for purposes of this act, and ss. 620.8801-620.8807 shall not apply.
(i) Any amendments provided for in the certificate of merger for the organizational document that created the organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state shall appoint the Department of State as its agent for service of process pursuant to the provisions of s. 48.181.
(3) A copy of the certificate of merger, certified by the Department of State, may be filed in any county of this state in which a constituent organization holds an interest in real property.
History.—s. 22, ch. 2005-267.
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