Florida Statute 607.1106 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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607.1106 Effect of merger or share exchange.—

(1) When a merger becomes effective:

(a) The domestic or foreign eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;

(b) The separate existence of every domestic or foreign eligible entity that is a party to the merger, other than the survivor, ceases;

(c) All real property and other property, including any interest therein and all title thereto, owned by, and every contract right possessed by, each domestic or foreign eligible entity that is a party to the merger, other than the survivor, become the property and contract rights of and become vested in the survivor, without transfer, reversion, or impairment;

(d) All debts, obligations, and other liabilities of each domestic or foreign eligible entity that is a party to the merger, other than the survivor, become debts, obligations, and liabilities of the survivor;

(e) The name of the survivor may be, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

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

(g) If the survivor is a domestic eligible entity, the articles of incorporation and bylaws or the organic rules of the survivor are amended to the extent provided in the plan of merger;

(h) The articles of incorporation and bylaws or the organic rules of a survivor that is a domestic eligible entity and is created by the merger become effective;

(i) The shares, obligations, and other securities (and the rights to acquire shares, obligations, or other securities) of each domestic or foreign corporation party to the merger, and the eligible interests in any other eligible entity that is a party to the merger, that are to be converted in accordance with the terms of the merger into shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; other property; or any combination of the foregoing, are converted, and the former holders of such shares, obligations, other securities, and eligible interests (and the rights to acquire shares, obligations, other securities, or other eligible interests) are entitled only to the rights provided to them by those terms of the merger or to any rights they may have under s. 607.1302 or under the organic law governing the eligible entity;

(j) Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each eligible entity that is a party to the merger, other than the survivor, become the rights, privileges, franchises, and immunities of the survivor; and

(k) If the survivor exists before the merger:

1. All the property and contract rights of the survivor remain its property and contract rights without transfer, reversion, or impairment;

2. The survivor remains subject to all of its debts, obligations, and other liabilities; and

3. Except as provided by law or the plan of merger, the survivor continues to hold all of its rights, privileges, franchises, and immunities.

(2) When a share exchange becomes effective, the shares, eligible interests, and rights to acquire shares or eligible interests in the acquired eligible entity that are to be exchanged in accordance with the terms of the share exchange for:

(a) Shares or other securities;

(b) Eligible interests;

(d) Rights to acquire shares, other securities, or eligible interests;

(e) Cash;

(f) Other property; or

(g) Any combination of the foregoing

are entitled only to the rights provided to them by the terms of the share exchange, or to any rights they may have under s. 607.1302 or the organic law governing the acquired eligible entity.

(3) Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law governing or organic rules of a domestic or foreign eligible entity, the effect of a merger or share exchange on interest holder liability is as follows:

(a) A person who becomes subject to new interest holder liability in respect of an eligible entity as a result of a merger or share exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or share exchange becomes effective.

(b) If a person had interest holder liability with respect to a party to the merger or the acquired eligible entity before the merger or share exchange becomes effective with respect to shares or eligible interests of such party or acquired entity which were exchanged in the merger or share exchange, which were canceled in the merger, or the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:

1. The merger or share exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or share exchange becomes effective.

2. The provisions of the organic law governing any eligible entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subparagraph 1. as if the merger or share exchange had not occurred.

3. The person shall have such rights of contribution from other persons as are provided by the organic law governing the eligible entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subparagraph 1. as if the merger or share exchange had not occurred.

4. The person shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger or share exchange becomes effective.

(c) If a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the eligible entity that is the survivor by reason of owning the same shares or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.

(d) A share exchange has no effect on interest holder liability related to shares or eligible interests of the acquired eligible entity that were not exchanged in the share exchange.

(4) Upon a merger becoming effective, a foreign eligible entity that is the survivor of the merger is deemed to:

(a) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and

(b) Agree that it will promptly pay any amount that the shareholders are entitled to under ss. 607.1301-607.1340.

(5) Except as provided in the organic law governing a party to a merger or in its articles of incorporation or organic rules, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up its affairs and does not constitute or cause its dissolution or termination.

(6) Property held for a charitable purpose under the law of this state by a domestic or foreign eligible entity immediately before a merger becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and only to the extent permitted by or pursuant to the laws of this state addressing cy pres or dealing with nondiversion of charitable assets.

(7) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to an eligible entity that is a party to a merger that is not the survivor and which takes effect or remains payable after the merger inures to the survivor.

(8) A trust obligation that would govern property if the property is directed to be transferred to a nonsurviving eligible entity will apply to property that is to be transferred instead to the survivor after a merger becomes effective.

History.—s. 114, ch. 89-154; s. 4, ch. 2004-378; s. 139, ch. 2019-90; s. 32, ch. 2020-32.

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Amendments to 607.1106

Annotations, Discussions, Cases:

Cases Citing Statute 607.1106

Total Results: 12 | Sort by: Relevance | Newest First

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Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003).

Cited 24 times | Published | Supreme Court of Florida | 28 Fla. L. Weekly Supp. 321, 19 I.E.R. Cas. (BNA) 1505, 2003 Fla. LEXIS 521, 2003 WL 1883697

...[5] We next address a corporate merger, which is also involved in this case. Under longstanding precedent, on the date of a merger the surviving corporation becomes "liable for the debts, contracts and torts" of the former corporation. Barnes v. Liebig, 146 Fla. 219, 1 So.2d 247, 253 (1941). This principle is codified in section 607.1106, Florida Statutes (2002), which provides in pertinent part: (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 ex...

...bilities and obligations of each corporation party to the merger[.] This provision has remained unchanged since its 1989 enactment and thus contains the statutory language applicable at the time of the mergers in this case. Prior to the enactment of section 607.1106, section 607.231(3), Florida Statutes (1987), similarly provided that the surviving corporation of a merger "shall have all the rights, privileges, immunities and powers, and shall be subject to all of the duties and liabilities" of the merged corporation....

...122, 128, 65 S.E.2d 432, 437 (1951) (merger "is like the uniting of two or more rivers, neither stream is annihilated, but all continue in existence"). Id. at 38. In Nelson v. Ameriquest Technologies, Inc., 739 So.2d 161, 164 (Fla. 3d DCA 1999), the Third District cited section 607.1106(1)(b) in holding that a guarantee in a dealer application could be enforced by the surviving corporation in a merger....

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Arnwine v. Huntington Nat. Bank, NA, 818 So. 2d 621 (Fla. 2d DCA 2002).

Cited 8 times | Published | Florida 2nd District Court of Appeal | 2002 WL 1201824

...Peoples Bank was the actual corporation that committed the acts forming the basis for Arnwine's complaint, and the allegations of wrongdoing predate the merger. When Huntington merged with Peoples Bank, it assumed all of Peoples Bank's liabilities. See § 607.1106(1)(c), Fla. Stat. (1995). Under section 607.1106(1)(d), "[a]ny 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 *625 corporation may be substituted in the proceeding for...

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Nelson v. Ameriquest Tech., Inc., 739 So. 2d 161 (Fla. 3d DCA 1999).

Cited 8 times | Published | Florida 3rd District Court of Appeal | 1999 WL 623453

...First, the undisputed record evidence reveals that Nelson's personal guarantee was not assigned to AmeriQuest. Rather, AmeriQuest acquired the rights to the guarantee in the dealer application by virtue of it being the surviving corporation to a merger with N.C.D. See § 607.1106(1)(b) Fla....

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Percy v. Falcon Fabricators, Inc., 584 So. 2d 17 (Fla. 3d DCA 1991).

Cited 7 times | Published | Florida 3rd District Court of Appeal | 1991 WL 87242

...Percy was *19 injured by the allegedly defective product, she sued her employer, which had merged with the manufacturer. When K.F.C. Manufacturing merged with K.F.C. National, K.F.C. National assumed, by operation of law, all of the liabilities and obligations of the subsumed corporation the third-party tortfeasor. § 607.1106(1)(c), Fla....

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Ferguson Enter., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613 (Fla. 2d DCA 2014).

Cited 3 times | Published | Florida 2nd District Court of Appeal | 2014 WL 1805315, 2014 Fla. App. LEXIS 6767

...Coast Fla., P.A., 117 So.3d 1179, 1181 (Fla. 2d DCA 2013) (citing Fla. R. Civ. P. 1.110(b)). The complaint- specifically alleged that Ferguson is the surviving corporation of a merger with Gulf and that it acquired “all rights, claims[,] and property” of Gulf thereby. See § 607.1106(1), Fla....

...or not that assigned debt is due or past due at the time of the assignment. New Holland, 579 So.2d at 219 . The record supports Ferguson’s assertion that it acquired rights under the guaranty as a surviving corporation to a merger with Gulf. Under section 607.1106(l)(b), the surviving corporation retains the interests of the merging corporations....

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Tampa Pipeline Transp. Co. v. Chase Manhattan Serv. Corp., 928 F. Supp. 1568 (M.D. Fla. 1995).

Cited 3 times | Published | District Court, M.D. Florida | 1995 U.S. Dist. LEXIS 21251, 1995 WL 865716

...Under these circumstances, each side should bear its own costs. NOTES [1] The plaintiffs were subsequently merged into a new corporation. The plaintiffs point out that, under Florida law, they may pursue their claims "as if the merger did not occur," and the defendant does not argue otherwise. See § 607.1106(1)(d), Fla.Stat....

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Infante v. Bank of Am. Corp., 680 F. Supp. 2d 1298 (S.D. Fla. 2010).

Cited 3 times | Published | District Court, S.D. Florida | 2010 U.S. Dist. LEXIS 48073, 2009 WL 5554641

...ule is that "the surviving corporation becomes `liable for the debts, contracts and torts' of the former corporation." Corporate Express Office Products, 847 So.2d at 413 (citing Barnes v. Liebig, 146 Fla. 219, 1 So.2d 247, 253 (1941) and Fla. Stat. § 607.1106 (2002))....

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In Re Kenco Consol., Inc., 153 B.R. 348 (Bankr. M.D. Fla. 1993).

Cited 1 times | Published | United States Bankruptcy Court, M.D. Florida | 22 U.C.C. Rep. Serv. 2d (West) 1209, 7 Fla. L. Weekly Fed. B 90, 1993 Bankr. LEXIS 655, 1993 WL 136557

...On January 8, 1992, pursuant to Florida Statute 607.1105, Royale merged with Kenco Leasing, Inc., and Kenco Charters, Inc., and the three entities became Kenco Consolidated, Inc. The Plan of Merger provided that under the Plan, and, as further stated in Florida Statute 607.1106, all liabilities, immunities, etc., of the disappearing corporations shall cease, and the surviving corporation, i.e....

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Driver Logistics Serv., Inc. v. United States, 197 F. Supp. 2d 1346 (M.D. Fla. 2002).

Published | District Court, M.D. Florida | 89 A.F.T.R.2d (RIA) 2036, 2002 U.S. Dist. LEXIS 6647, 2002 WL 563377

...of limitations. III. THE APPLICATION AND ANALYSIS With respect to each assessment, the Court finds that the DLS is a transferee under 26 U.S.C. § 6901. Pursuant to the corporate laws of Delaware (Del.Code Ann. tit. 8 § 259), Florida (Fla.Stat.Ann. § 607.1106), and Massachusetts (Mass....

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Abraham Segall v. Wachovia Bank, 192 So. 3d 1241 (Fla. 4th DCA 2016).

Published | Florida 4th District Court of Appeal | 2016 Fla. App. LEXIS 8354, 2016 WL 3065599

...Lamb, 174 So. 3d at 1040 (quoting Stone v. BankUnited, 115 So. 3d 411, 413 (Fla. 2d DCA 2013)). One type of such an “effective transfer” is a corporate merger, whereby a surviving entity may enforce the note and mortgage of the predecessor. Section 607.1106 provides that in the event of a merger between corporations, “[e]very other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.” § 607.1106(1)(a), Fla. Stat. (2007). Additionally, the title to or any interest in property “owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment.” § 607.1106(1)(b)....

...“[a]ny 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.” § 607.1106 (1)(c)–(d)....

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BankAtlantic v. Kantor, 757 So. 2d 1214 (Fla. 3d DCA 2000).

Published | Florida 3rd District Court of Appeal | 2000 Fla. App. LEXIS 1374, 2000 WL 159117

...Heathman, 744 So.2d 973 (Fla.1999); Pershing Indus., Inc. v. Estate of Sanz, 740 So.2d 1246 (Fla. 3d DCA 1999); First Equity Corp. of Florida, Inc. v. Watkins, (Fla. 3d DCA Case Nos. 98-851 & 98-589, opinion filed, July 28, 1999) [24 FLW D1758]; Adams v. Chenowith, 349 So.2d 230 (Fla. 4th DCA 1977); § 607.1106(1)(d), Fla....

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Fiorentino v. BAC Home Loans Servicing, LP, 162 So. 3d 1162 (Fla. 5th DCA 2015).

Published | Florida 5th District Court of Appeal | 2015 Fla. App. LEXIS 5999, 2015 WL 1851566

...court and remand for entry of a proper final judgment. 1 REVERSED AND REMANDED. SAWAYA, ORFINGER and BERGER, JJ., concur. . The record reflects that BAC merged into Bank of America effective July 1, 2011, and did not survive the merger. Pursuant to section 607.1106(l)(d), Florida Statutes, the claim may be continued as if the merger did not occur, or the surviving corporation, Bank of America, may be substituted in the proceeding.

This Florida statute resource is curated by Graham W. Syfert, Esq., a Jacksonville, Florida personal injury and workers' compensation attorney. For legal consultation, call 904-383-7448.