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The Florida Statutes

The 2023 Florida Statutes (including Special Session C)

Chapter 605
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F.S. 605.1023
605.1023 Approval of merger.
(1) A plan of merger is not effective unless it has been approved:
(a) With respect to a domestic merging limited liability company, by a majority-in-interest of the members; and
(b) In a record, by each member of a merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:
1. The organic rules of the company in a record provide for the approval of a merger in which some or all of its members become subject to interest holder liability by the vote or consent of fewer than all of the members; and
2. The member consented in a record to or voted for that provision of the organic rules or became a member after the adoption of that provision.
(2) A merger involving a domestic merging entity that is not a limited liability company is not effective unless the merger is approved by that entity in accordance with its organic law.
(3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(4) All members of each domestic limited liability company that is a party to the merger who have a right to vote upon the merger must be given written notice of any meeting with respect to the approval of a plan of merger as provided in subsection (1) not less than 10 days and not more than 60 days before the date of the meeting at which the plan of merger is submitted for approval by the members of such limited liability company. The notification required under this subsection may be waived in writing by the person or persons entitled to such notification.
(5) The notification required under subsection (4) must be in writing and must include the following:
(a) The date, time, and place of the meeting at which the plan of merger is to be submitted for approval by the members of the limited liability company.
(b) A copy of the plan of merger.
(c) The statement or statements required under ss. 605.1006 and 605.1061-605.1072 regarding the availability of appraisal rights, if any, to members of the limited liability company.
(d) The date on which such notification was mailed or delivered to the members.
(6) In addition to the requirements under subsection (5), the notification required under subsection (4) may contain any other information concerning the plan of merger not prohibited by applicable law.
(7) The notification required under subsection (4) is deemed to be given at the earliest date of:
(a) The date such notification is received;
(b) Five days after the date such notification is deposited in the United States mail addressed to the member at the member’s address as it appears in the books and records of the limited liability company, with prepaid postage affixed;
(c) The date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(d) The date such notification is given in accordance with the provisions of the organic rules of the limited liability company.
History.s. 2, ch. 2013-180.