Articles of Merger
(FL LLC)

Summary

This is a template for articles of merger for a merger involving a Florida limited liability company (LLC) meeting the requirements of the Florida Revised Limited Liability Company Act. This template includes practical guidance, drafting notes, and optional clauses. Sections 605.1021 through 605.1026 of the Florida Revised Limited Liability Company Act (FRLLCA) address mergers involving Florida LLCs. Fla. Stat. §§ 605.1021—605.1026. The FRLLCA authorizes the merger of one or more Florida LLCs with one or more Florida or foreign entities into either a domestic Florida or foreign surviving entity, and the merger of two or more foreign entities into a Florida LLC. Fla. Stat. § 605.1021(1). After a plan of merger is approved by all of the merging parties, the surviving entity must file articles of merger signed by each merging entity with the Florida Department of State. Fla. Stat. § 605.1025(1). This template assumes that the subject merger involves two merging entities, at least one of which is a Florida LLC, and that one of the two merging entities will be the surviving entity. This template may be modified to accommodate a merger of more than two entities, or a merger in which the surviving entity is created in the merger, by making certain changes to the default provisions described in the drafting notes. Practitioners should also note that articles of merger addressed under Fla. Stat. § 605.1025(1) do not need to be filed by a merging or surviving Florida LLC if articles of merger or a certificate of merger are filed for the same merger in accordance with Fla. Stat. § 607.1105 (relating to mergers of for-profit corporations), § 617.1108 (relating to mergers of not-for-profit corporations), § 620.2108(3) (relating to limited partnerships and limited liability limited partnerships), or § 620.8918(3) (relating to partnerships and limited liability partnerships), and if such articles of merger or certificate of merger otherwise substantially comply with the requirements of Fla. Stat. § 605.1025(1). See M&A Resource Kit (FL) for a comprehensive collection of practical guidance and resources relating to the acquisition, sale, or post-closing operation of a Florida business. For a wide array of resources relating to public and private merger transactions, see Public Merger Transaction Resource Kit and Private Merger Transaction Resource Kit. For a full listing of content related to the signing and closing of an M&A transaction, see Signing and Closing the M&A Transaction Resource Kit. For a more detailed overview of LLC mergers under Florida law, see the State Law Comparison Tool.