(1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of:
(a) Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.
(b) Each other preexisting constituent organization, by an authorized representative.
(2) The certificate of merger must include:
(a) The name and form of each constituent organization and the jurisdiction of its governing law.
(b) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect.
(c) The date the merger is effective under the governing law of the surviving organization.
(d) Any amendments provided for in the plan of merger for the organizational document that created the organization.
(e) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law.
(f) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Department of State may use for the purposes of s. 620.2109(2).
(g) Any additional information required by the governing law of any constituent organization.
(3) Each constituent limited partnership shall deliver the certificate of merger for filing in the Department of State unless the constituent limited partnership is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1) and (2) and such articles of merger or certificate of merger substantially complies with the requirements of this section. In such a case, the other articles of merger or certificate of merger may also be used for purposes of s. 620.2109(3).
(4) A merger becomes effective under this act:
(a) If the surviving organization is a limited partnership, upon the later of:
1. Compliance with subsection (3); or
2. Subject to s. 620.1206(4), as specified in the certificate of merger; or
(b) If the surviving organization is not a limited partnership, as provided by the governing law of the surviving organization.
(5) A certificate of merger shall act as a statement of termination for purposes of s. 620.1203 for a limited partnership that is a party to the merger that is not the surviving organization, which shall be deemed filed upon the effective date of the merger.
History.—s. 17, ch. 2005-267; s. 10, ch. 2008-187; ss. 16, 17, ch. 2013-180; s. 15, ch. 2018-58; s. 281, ch. 2019-90.
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