2019 Florida Statutes
Title XXXVI - Business Organizations
Chapter 609 - Common-Law Declarations of Trust
609.08 - Merger of Association Into Wholly Owned Subsidiary Corporation; Dissenters’ Rights of Appraisal.
(1) Any association organized under the laws of this state pursuant to a declaration of trust filed in accordance with the provisions of this chapter, which owns all of the outstanding shares of any corporation, domestic or foreign, may merge into such corporation as provided in this section if such merger is permitted by the laws of the jurisdiction under which such corporation is organized.
(2) The association shall comply with the provisions of this section, and the subsidiary corporation, hereinafter designated the surviving corporation, shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized.
(3) If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, it shall comply with part I of chapter 607 with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the Department of State of this state:
(a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of the association and in any proceeding for the enforcement of any rights under the declaration of trust of the association of a dissenting shareholder of the association against the surviving corporation.
(b) An irrevocable appointment of the Secretary of State as its agent to accept service of process in any such proceeding.
(c) An agreement that it will promptly pay to the dissenting shareholders of the association the amount, if any, to which they are entitled under its declaration of trust with respect to the rights of dissenting shareholders.
(4) The board of trustees of the association shall, by resolution adopted by such board, approve a plan of merger setting forth:
(a) The name of the association and the name of the surviving corporation.
(b) The articles of incorporation of the surviving corporation, if revised from original filing.
(c) The manner and basis of converting the shares of the association into shares of the surviving corporation, which shall consist entirely of shares having the characteristics of corporation shares but otherwise with the same relative preferences, limitations and rights amongst themselves as the shares of the association.
(5) The board of trustees of the association, upon approving such plan of merger, shall by resolution direct that the plan be submitted to a vote at a meeting of shareholders of the association, which may be either an annual or a special meeting. Written notice shall be given to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in the declaration of trust of the association for giving of notice of meetings of shareholders and, whether the meeting be an annual or a special meeting, shall state that the purpose or one of the purposes is to consider the proposed plan of merger. A copy of a summary of the plan of merger shall be included in or enclosed with such notice. The notice shall contain a clear and concise statement of appraisal rights, if any, to which shareholders of the association dissenting from the plan may be entitled under the provisions of the declaration of trust and the terms, conditions, and procedures for preserving and perfecting such rights.
(6) At such meeting of shareholders, a vote of the shareholders shall be taken on the proposed plan of merger. The plan of merger shall be approved upon receiving the affirmative vote of a majority of the shares of the association entitled to vote thereon, or such higher percentage as may be required under the provisions of the declaration of trust of the association, unless any class of shares of the association is entitled to vote thereon as a class, in which event the plan of merger shall be approved upon receiving the like percentage of affirmative vote of the holders of each class entitled to vote thereon as a class. Any class of shares of the association shall be entitled to vote as a class if the plan of merger contains any provision which, if contained in a proposed amendment to the declaration of trust, would entitle such class of shares to vote as a class.
(7) After such approval by a vote of the shareholders of the association, and at any time prior to the filing of the articles of merger, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.
(8) Upon such approval pursuant to subsection (6), articles of merger shall be executed by the association by the chair of the board of trustees and acknowledged by him or her in such capacity, and shall set forth:
(a) The name of the association and the name of the corporation, designating the corporation as the surviving corporation.
(b) The plan of merger.
(c) The dates of adoption of the plan of merger by the shareholders of the association and by the board of directors of the surviving corporation.
(9) The articles of merger shall be delivered to the Department of State. If the Department of State finds that such articles conform to law, it shall, when all fees and taxes have been paid as prescribed in this chapter, and when a filing fee of $350 has been paid to the Department of State (which fee shall be paid by it into the General Revenue Fund of the state), file the articles of merger.
(10) The surviving corporation shall thereafter cause a copy of the articles of merger certified by the Department of State to be filed in the office of the official who is the recording officer of each county of this state in which real property of the association is situated, but no delay or failure to so file shall impair the validity or effectiveness of the merger.
(11) Upon the filing of the articles of merger by the Department of State, the merger shall be effected.
(12) Notwithstanding the provisions of subsection (11), the date on which the merger shall be effected may be specified in the articles of merger; however, in no event shall the effective date be prior to, or more than 90 days after, the filing of the articles of merger by the Department of State.
(13) When such merger has been effected, it shall have the same effects as those specified for mergers between corporations in 1s. 607.231(3), regardless of the location of any property, rights, interests, or obligations of any kind or nature whatsoever, within or without this state, except insofar as provided otherwise by the laws of the jurisdiction under which the surviving corporation is organized if the surviving corporation be a foreign corporation. The personal liability, if any, of any shareholder of the association existing at the time of such merger shall not thereby be extinguished, shall remain personal to such shareholder, and shall not become the liability of any subsequent transferee of any share in the surviving corporation or of any other stockholder of the surviving corporation.
(14) Except as otherwise expressly provided to the contrary in the declaration of trust of any association organized under the laws of this state pursuant to a declaration of trust filed in accordance with this chapter, no shareholder of the association shall have any dissenters’ rights of appraisal on account of any merger pursuant to this section or for any other reason.
History.—s. 1, ch. 76-150; s. 68, ch. 90-132; s. 69, ch. 97-102; s. 48, ch. 2014-209.
1Note.—Repealed by s. 189, ch. 90-179.