605.1022 Plan of merger.
248 words·~1 min read·
/fl/title-xxxvi/chapter-605/605-1022·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)A domestic limited liability company may become a party to a merger under the provisions of ss. 605.1021 - 605.1026 by approving a plan of merger. The plan must be in a record and contain the following:
(a)As to each merging entity, its name, jurisdiction of formation, and type of entity.
(b)The surviving entity in the merger.
(c)The manner and basis of converting the interests and the rights to acquire interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(d)If the surviving entity exists before the merger, any proposed amendments to or restatements of its public organic record, or any proposed amendments to or restatements of its private organic rules, which are or are proposed to be in a record, and all such amendments or restatements that are effective at the effective date of the merger.
(e)If the surviving entity is to be created in the merger, its proposed public organic record and the full text of its private organic rules that are proposed to be in a record, if any.
(f)The other terms and conditions of the merger.
(g)Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(2)In addition to the requirements under subsection (1), a plan of merger may contain any other provision not prohibited by law.