Florida Statutes

Fla. Stat. § 607.1107 (2025)

Abandonment of a merger or share exchange.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.1107 Abandonment of a merger or share exchange.—

(1) After a plan of merger or a plan of share exchange has been adopted and approved as required by this chapter, and before the articles of merger or the articles of share exchange have become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or the plan of share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.

(2) If a merger or share exchange is abandoned under subsection (1) after articles of merger or articles of share exchange have been delivered to the department for filing but before the articles of merger or articles of share exchange have become effective, a statement of abandonment signed by all the parties that signed the articles of merger or articles of share exchange must be delivered to the department for filing before the articles of merger or articles of share exchange become effective. The statement shall take effect on filing, whereupon the merger or share exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:

(a) The name of each party to the merger or the names of the acquiring and acquired entities in a share exchange;

(b) The date on which the articles of merger or articles of share exchange were filed by the department; and

History.—s. 115, ch. 89-154; s. 5, ch. 2004-378; s. 140, ch. 2019-90.

Notes of Decisions

Cited in 1 case, 2003–2003 · 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 2× “See § 607.1107(4), Fla. Stat. (2002) ("If the surviving corporation is to be governed by the laws of any state other than this state, the effect of such merger shall be the same as in the merger of domestic corporations except insofar as the laws of such other state provide…”

— 607.1107(4) — 1 case

Corp. Exp. Off. Prods., Inc. v. Phillips, 847 So. 2d 406 (Fla. 2003). “See § 607.1107(4), Fla. Stat. (2002) ("If the surviving corporation is to be governed by the laws of any state other than this state, the effect of such merger shall be the same as in the merger of domestic corporations except insofar as the laws of such other state provide…”

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