Articles of Merger (Florida)
These are articles of merge for a profit corporation, non subsidiaries, or subsidiaries in Florida. The form provided here is simply a sample of what the actual form looks like.
ARTICLES OF MERGER
(Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, F.S.
First: The name and jurisdiction of the surviving corporation:
Name _______________________________
Jurisdiction _______________________________
Second: The name and jurisdiction of each merging corporation:
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State
OR _______________________________ (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than 90 days in the future.)
Fifth: Adoption of Merger by surviving corporation - (COMPLETE ONLY ONE STATEMENT) The Plan of Merger was adopted by the shareholders of the surviving corporation
on _______________________________
The Plan of Merger was adopted by the board of directors of the surviving corporation
on _______________________________ and shareholder approval was not required.
Sixth: Adoption of Merger by merging corporation(s) (COMPLETE ONLY ONE STATEMENT) The Plan of Merger was adopted by the shareholders of the merging corporation(s)
on _______________________________
The Plan of Merger was adopted by the board of directors of the merging corporation(s)
on
_______________________________ and shareholder approval was not required.
(Attach additional sheets if necessary)
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual _______________________________
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual _______________________________
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual _______________________________
PLAN OF MERGER
(Non Subsidiaries)
The following plan of merger is submitted in compliance with section 607.1101, F.S. and in accordance with the laws of any other applicable jurisdiction of incorporation.
First: The name and jurisdiction of the surviving corporation:
Name _______________________________
Jurisdiction _______________________________
Second: The name and jurisdiction of each merging corporation:
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Third: The terms and conditions of the merger are as follows:
_______________________________
_______________________________
Fourth: The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows:
_______________________________
_______________________________
(Attach additional sheets if necessary)
THE FOLLOWING MAY BE SET FORTH IF APPLICABLE:
Amendments to the articles of incorporation of the surviving corporation are indicated below or attached as an exhibit:
_______________________________
_______________________________
OR
Restated articles are attached:
_______________________________
_______________________________
Other provisions relating to the merger are as follows:
_______________________________
_______________________________
PLAN OF MERGER
(Merger of subsidiary corporation(s))
The following plan of merger is submitted in compliance with section 607.1104, F.S. and in accordance with the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the parent corporation owning at least 80 percent of the outstanding shares of each class of the subsidiary corporation:
Name _______________________________
Jurisdiction _______________________________
The name and jurisdiction of each subsidiary corporation:
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
The manner and basis of converting the shares of the subsidiary or parent into shares, obligations, or other securities of the parent or any other corporation or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, and other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows:
_______________________________
_______________________________
(Attach additional sheets if necessary)
If the merger is between the parent and a subsidiary corporation and the parent is not the surviving corporation; a provision for the pro rata issuance of shares of the subsidiary to the holders of the shares of the parent corporation upon surrender of any certificates is as follows:
_______________________________
_______________________________
If applicable, shareholders of the subsidiary corporations, who, except for the applicability of section 607.1104, F.S. would be entitled to vote and who dissent from the merger pursuant to section 607.1320, F.S., may be entitled, if they comply with the provisions of chapter 607 regarding the rights of dissenting shareholders, to be paid the fair value of their shares. Other provisions relating to the merger are as follows:
_______________________________
_______________________________
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INSTRUCTIONS FOR FILLING IN FORM
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The attached form is to be used only when two or more profit corporations merge. This form is basic and may not meet your specific merger needs. The advice of an attorney is recommended.
Please complete only one Plan of Merger form.
Each domestic corporation must be in compliance with the applicable provisions of sections 607.1101 - 607.1104, F.S. and, if it is the surviving corporation of the merger, with section 607.1105, F.S.
Each foreign corporation must be in compliance with section 607.1105, F.S. if it is the surviving corporation of the merger.
Fees:
Filing Fee: $35.00 for each merging and surviving corporation
Certified Copy (optional) $8.75 for the first 8 pages, and $1 for each additional page not to exceed a maximum of $52.50.
Make checks payable to the Florida Department of State and mail to:
Mailing Address:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 323l4
Street Address:
Division of Corporations
409 E. Gaines St.
Tallahassee, FL 32399