2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2607Effect of merger.
1605.2607 Effect of merger.—When a merger of a protected series under s. 605.2604 becomes effective, in addition to the effects stated in s. 605.1026, all of the following apply:
(1) As provided in the plan of merger, each protected series of each merging series limited liability company which was established before the merger is either a relocated protected series or continuing protected series, or is dissolved, wound up, and terminated.
(2) Any protected series to be established as a result of the merger is established.
(3) Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger.
(4) All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment.
(5) All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the relocated protected series or continuing protected series.
(6) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series.
(7) The new name of a relocated protected series may be substituted for the former name of the relocated protected series in any pending action or proceeding.
(8) To the extent provided in the plan of merger, the following apply:
(a) A person becomes an associated member or a protected-series transferee of a relocated protected series or continuing protected series.
(b) A person becomes an associated member of a protected series established by the surviving company as a result of the merger.
(c) Any change in the rights or obligations of a person in the person’s capacity as an associated member or a protected-series transferee of a relocated protected series or continuing protected series takes effect.
(d) Any consideration to be paid to a person that before the merger was an associated member or a protected-series transferee of a relocated protected series or continuing protected series is due.
(9) Any person that is an associated member of a relocated protected series becomes a member of the surviving company, if not already a member.
History.—s. 37, ch. 2025-162.