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Florida Statute 655.417 - Full Text and Legal Analysis Florida Statute 655.417 | Lawyer Caselaw & Research
Fla. Stat. § 655.417 (2026) Copy Cite Official Site Syfertize CourtListener Amendments
655.417 Effect of merger, consolidation, conversion, or acquisition.—From and after the effective date of a merger, consolidation, conversion, or acquisition, the resulting financial entity or entities may conduct business in accordance with the terms of the plan as approved, subject to the following conditions and limitations:
(1) CONTINUING ENTITY.—Even though the charter of a participating or converting financial institution may have been terminated, the resulting financial entity is deemed to be a continuation of the participating or converting financial institution such that all acquired property of the participating or converting institution, including rights, titles, and interests in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and all rights, privileges, interests, and assets of any conceivable value or benefit which are then existing, or pertaining to it, or which would inure to it, are immediately vested in and continue to be the property of the resulting financial entity, by act of law and without any conveyance or transfer and without further act or deed. The resulting financial entity has, holds, and enjoys the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the participating or converting financial institution and, at the time such merger, consolidation, conversion, or acquisition takes effect, the resulting financial entity has and succeeds to all the rights, obligations, and relations of the participating or converting institution.
(2) EFFECT ON JUDICIAL PROCEEDINGS.—Any pending action or other judicial proceeding to which the participating or converting financial institution is a party is not abated by reason of such merger, consolidation, conversion, or acquisition but may be prosecuted to final judgment, order, or decree as if such action had not been taken. The resulting financial entity may continue such action in its new name, and any judgment, order, or decree that might have been rendered for or against the participating or converting institution may be rendered for or against the resulting financial entity.
(3) CREDITORS’ RIGHTS.—The resulting financial entity in a merger, consolidation, conversion, or acquisition is liable for all obligations of the participating or converting financial institution which existed before such action, and the action taken does not prejudice the right of a creditor of the participating or converting financial institution to have his or her debts paid out of the assets thereof, nor may such creditor be deprived of, or prejudiced in, any action against the officers, directors, members, or other persons participating in the conduct of the affairs of a participating or converting financial institution for any neglect or misconduct.
(4) EXCEPTION.—In the case of an acquisition of assets or assumption of liabilities pursuant to s. 655.414, subsections (1), (2), and (3) apply only to the assets acquired and the liabilities assumed by the resulting financial entity if sufficient assets to satisfy all liabilities not assumed by the resulting financial entity are retained by the transferring financial institution.
History.—s. 4, ch. 82-214; s. 1, ch. 85-65; s. 1, ch. 91-307; ss. 1, 36, ch. 92-303; s. 525, ch. 97-102; s. 10, ch. 2011-194.

Cases Citing F.S. 655.417

Fla. Stat. § 655.417 (2026) Copy Cite Official Site Syfertize CourtListener Amendments
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·Marquez v. PanAmerican Bank, 943 So. 2d 284 (Fla. 3d DCA 2006).

Cited 2 times | Published | Florida 3rd District Court of Appeal | 2006 Fla. App. LEXIS 19939, 2006 WL 3422369

...Mendelsohn, and Geoffrey M. Cahen, Boca Raton, for appellee. Before GERSTEN, GREEN, and RAMIREZ, JJ. GREEN, J. The Marquez Group appeals from the dismissal with prejudice of two counts that it had brought against PanAmerican Bank, one for a creditor action pursuant to section 655.417, Florida Statute (1997), and the other for Tortious Interference with an Advantageous Business Relationship....
...assets. The new offer submitted by PanAmerican Bank was accepted, and in February 2004, PanAmerican Bank closed on its acquisition of Gulf Bank. In its second amended complaint the Marquez Group attempted to hold PanAmerican Bank liable, pursuant to section 655.417(3), Florida Statutes, for Gulf Bank's alleged breach of contract....
...[1] Under this statute, a financial institution that purchases a bank is responsible for the existing liabilities of the bank it purchased. The trial court dismissed this count with prejudice finding that the Marquez Group failed to state a cause of action. We agree. Section 655.417(3) applies to creditors who had existing claims against the purchased bank prior to the bank being sold. The alleged breach in this case was the sale of the bank and thus by its very nature could not have existed prior to PanAmerican Bank's purchase of Gulf Bank. Accordingly, section 655.417(3) does not apply, and we therefore affirm the dismissal of this count....
...is or her debts paid out of the assets thereof, nor may such creditor be deprived of, or prejudiced in, any action against the officers, directors, members, or other persons participating or converting financial entity for any neglect or misconduct. § 655.417(3), Fla....
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Cited as authorityFernandez (2010)
phrase: "rule_authority"
Cited as authority(citing case) (2007)
phrase: "rule_authority"
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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

...(1)(c)–(d). In short, the surviving corporation succeeds to all of the rights, privileges, immunities, and property of the other entities party to the merger by operation of law, without the necessity of either a bill of sale or other assignment. Section 655.417(1), which concerns the effect of merger, consolidation, conversion, or acquisition, provides: Even though the charter of a participating or converting financial entity has been terminated, the resulting...
...and, at the time of the taking effect of such merger, consolidation, conversion, or acquisition, the resulting financial entity has and succeeds to all the rights, obligations, and relations of the participating or converting financial entity. § 655.417(1), Fla....
...specific legal meaning for corporations generally, and in the banking industry specifically. A lay witness’s mere use of the term “merger” to describe two companies combining into one entity, without more, could imply a true merger as defined under sections 655.417(1) or 215a(e), but could also imply some other form of corporate consolidation, including but not limited to a purchase and sale of select liabilities and assets. The consolidation of two distinct financial institutions can be an extraord...
...Chase Bank had the authority to assign the mortgage. Here, Wachovia did not provide sufficient evidence to enable the trial court to discern the extent of any assets transferred between Chase Bank and Chase Home, or that a merger in accordance with sections 655.417(1) or 215a(e) had taken place....

This Florida statute resource is curated by Graham W. Syfert, a Jacksonville, Florida personal injury and workers' compensation attorney (Florida Bar No. 39104). For legal consultation, call 904-383-7448.