(1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of:

(a) Each preexisting constituent partnership, by all of the partners of such 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. 620.8919(2).

(g) Any additional information required by the governing law of any constituent organization.

(3) Each domestic constituent partnership shall deliver the certificate of merger for filing with the Department of State, unless the domestic constituent 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. 620.2108(3). The articles of merger or certificate of merger must substantially comply 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. 620.8919(3). Each domestic constituent partnership in the merger shall also file a registration statement in accordance with s. 620.8105(1) if it does not have a currently effective registration statement filed with the Department of State.

(4) A merger becomes effective under this act:

(a) If the surviving organization is a partnership, at the time specified in the certificate of merger, which may be as of or after the time of the filing of the certificate of merger, and, if the certificate of merger does not contain such an effective time, the effective time shall be upon the filing of the certificate of merger with the Department of State. However, if the certificate has a delayed effective date, the certificate may not be effective any later than the 90th day after the date it was filed, and the effective date may not be any earlier than the effective date of the registration statement filed with the Department of State for the partnership in accordance with s. 620.8105.

(b) If the surviving organization is not a partnership, as provided by the governing law of the surviving organization.

(5) A certificate of merger acts as a cancellation of any registration statement for purposes of s. 620.8105 for a partnership that is a party to the merger is not the surviving organization, which cancellation shall be deemed filed upon the effective date of the merger.

History.—s. 22, ch. 2005-267; s. 17, ch. 2008-187; ss. 20, 21, ch. 2013-180; s. 282, ch. 2019-90.