608.438 Merger of limited liability company.
608.438 Merger of limited liability company.
(1) As used in this section and ss. 608.4381-608.4383, the term “other business entity” or “another business entity” means a corporation, a limited liability company, a common law or business trust or association, a real estate investment trust, a general partnership, including a limited liability partnership, a limited partnership, including a limited liability limited partnership, or any other domestic or foreign entity that is organized under a governing law or other applicable law.
(2) Unless otherwise provided in the articles of organization or the operating agreement of a limited liability company, pursuant to a plan of merger, a limited liability company may merge with or into one or more limited liability companies or other business entities formed, organized, or incorporated under the laws of this state or any other state, the United States, foreign country, or other foreign jurisdiction, if:
(a) Each limited liability company that is a party to the merger complies with the applicable provisions of this chapter and complies with the terms of its articles of organization and operating agreement.
(b) Each domestic partnership that is a party to the merger complies with the applicable provisions of chapter 620.
(c) Each domestic corporation that is a party to the merger complies with the applicable provisions of chapter 607.
(d) The merger is permitted by the laws of the state, country, or jurisdiction under which each other business entity that is a party to the merger is formed, organized, or incorporated, and each such other business entity complies with such laws in effecting the merger.
(3) The plan of merger shall set forth:
(a) The name of each limited liability company and the name and jurisdiction of formation, organization, or incorporation of each other business entity planning to merge, and the name of the surviving or resulting limited liability company or other business entity into which each other limited liability company or other business entity plans to merge, which is, in this section and in ss. 608.4381-608.4383, designated as the surviving entity.
(b) The terms and conditions of the merger.
(c) The manner and basis of converting the interests of the members of each limited liability company that is a party to the merger and the interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire interests of each limited liability company that is a party to the merger and rights to acquire interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into rights to acquire interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property.
(d) All statements required to be set forth in the plan of merger by the laws under which each other business entity that is a party to the merger is formed, organized, or incorporated.
(4) The plan of merger may set forth:
(a) If a limited liability company is to be the surviving entity, any amendments to, or a restatement of, the articles of organization or the operating agreement of the surviving entity, and such amendments or restatement shall be effective at the effective date of the merger.
(b) The effective date of the merger, which may be on or after the date of filing the certificate of merger.
(c) A provision authorizing one or more of the limited liability companies that are parties to the merger to abandon the proposed merger pursuant to s. 608.4381(7).
(d) A statement of, or a statement of the method of determining, the “fair value,” as defined in s. 608.4351, of an interest in any domestic limited liability company that is a party to the merger.
(e) Other provisions relating to the merger.
History. s. 5, ch. 98-101; s. 1, ch. 99-315; s. 23, ch. 2002-272; s. 7, ch. 2005-267.