Florida Statutes

Fla. Stat. § 607.1106 (2025)

Effect of merger or share exchange.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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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.

Notes of Decisions

Cited in 17 cases (1 in the last 5 years), 1991–2024 · leading case: Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003).

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Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003). · cites it 4× “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…”

Abraham Segall v. Wachovia Bank, 192 So. 3d 1241 (Fla. 4th DCA 2016). · cites it 5× “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 cease's.”

Arnwine v. Huntington Nat. Bank, NA, 818 So. 2d 621 (Fla. 2d DCA 2002). · cites it 3× “See § 607.1106(1)(c), Fla. Stat. (1995). Under section 607.”

Ferguson Enter., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613 (Fla. 2d DCA 2014). · cites it 3× “See § 607.1106(1), Fla. Stat. (2006). Ferguson attached to the complaint a copy of the guaranty, the articles of merger, its corporate documents, and bills reflecting the debt owed by Astro.”

U.S. Equal Emp't Opportunity Comm'n v. Phase 2 Invs. Inc., 310 F. Supp. 3d 550 (D. Maryland 2018). “" Fla. Stat. Ann. § 607.1106 (1)(c). d. The EEOC's claims and the current posture of the dispute After resolving the enforcement of the subpoena before the Fourth Circuit, after Maritime sold its assets to Mister, and after Maritime then merged with Maritime Autowash II to form…”

Subway Equip. Leasing Corp. v. Forte, 169 F.3d 324 (5th Cir. 1999). “The franchisees claim that, as a Florida corporation, DAI is "liable and responsible” for SEL’s pre-merger conduct pursuant to Fla. Stat. Ann. § 607.1106 (1 )(c). Because we need not malee a determination of the exact relationship between DAI and its affiliates to resolve the…”

HD Supply Facilities Maint., Ltd. v. Bymoen, 210 P.3d 183 (Nev. 2009). · cites it 2× “& Ass'ns § 3-114 (Lexis Nexis 2008) with Fla. Stat. Ann. § 607.1106 (West 2007), instead of embracing Corporate Express's "corporate continuity" rationale, the court in Aon Consulting concluded simply that a nonsolicitation covenant is a corporate asset, and as such "passes by…”

Infante v. Bank of Am. Corp., 680 F. Supp. 2d 1298 (S.D. Fla. 2010). · cites it 2× “9 In fact, the only allegations in the Second Amended Complaint concerning the Bank of America-Countrywide transaction are that “Countrywide .”

Percy v. Falcon Fabricators, Inc., 584 So. 2d 17 (Fla. 3d DCA 1991). · cites it 2× “§ 607.1106(1)(c), Fla. Stat. (Supp. 1990) (formerly § 607.”

Nelson v. Ameriquest Tech., Inc., 739 So. 2d 161 (Fla. 3d DCA 1999). · cites it 2× “See § 607.1106(1)(b) Fla. Stat. (1995); Coulter Corp.”

Tampa Pipeline Transp. Co. v. Chase Manhattan Serv. Corp., 928 F. Supp. 1568 (M.D. Fla. 1995). · cites it 2× “See § 607.1106(l)(d), Fla.Stat. The merger, moreover, has no effect upon this court's jurisdiction.”

Coulter Corp. v. Leinert, 869 F. Supp. 732 (E.D. Mo. 1994). “8, § 259; Fla.Stat.Ann. § 607.1106(1)(b); 805 ILCS 5/11.”

Show all 17 citing cases →

— 607.1106(1) — 1 case

Ferguson Enter., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613 (Fla. 2d DCA 2014). “See § 607.1106(1), Fla. Stat. (2006). Ferguson attached to the complaint a copy of the guaranty, the articles of merger, its corporate documents, and bills reflecting the debt owed by Astro.”

— 607.1106(1)(a) — 1 case

Abraham Segall v. Wachovia Bank, 192 So. 3d 1241 (Fla. 4th DCA 2016). “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 cease's.”

— 607.1106(1)(b) — 4 cases

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

Nelson v. Ameriquest Tech., Inc., 739 So. 2d 161 (Fla. 3d DCA 1999). “See § 607.1106(1)(b) Fla. Stat. (1995); Coulter Corp.”

Coulter Corp. v. Leinert, 869 F. Supp. 732 (E.D. Mo. 1994). “8, § 259; Fla.Stat.Ann. § 607.1106(1)(b); 805 ILCS 5/11.”

— 607.1106(1)(c) — 3 cases

Arnwine v. Huntington Nat. Bank, NA, 818 So. 2d 621 (Fla. 2d DCA 2002). “See § 607.1106(1)(c), Fla. Stat. (1995). Under section 607.”

Percy v. Falcon Fabricators, Inc., 584 So. 2d 17 (Fla. 3d DCA 1991). “§ 607.1106(1)(c), Fla. Stat. (Supp. 1990) (formerly § 607.”

— 607.1106(1)(d) — 2 cases

Arnwine v. Huntington Nat. Bank, NA, 818 So. 2d 621 (Fla. 2d DCA 2002). “See § 607.1106(1)(c), Fla. Stat. (1995). Under section 607.”

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

— 607.1106(l)(b) — 1 case

— 607.1106(l)(d) — 2 cases

Tampa Pipeline Transp. Co. v. Chase Manhattan Serv. Corp., 928 F. Supp. 1568 (M.D. Fla. 1995). “See § 607.1106(l)(d), Fla.Stat. The merger, moreover, has no effect upon this court's jurisdiction.”

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

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