LLC Merger Approval and Filing Requirements in Florida

At a glance

Florida keeps every LLC entity transaction in one part of one chapter. Sections 605.1001 through 605.1072 of the Florida Revised Limited Liability Company Act hold merger, interest exchange, conversion, and domestication side by side, and the merger rules themselves occupy just six sections, 605.1021 through 605.1026. Two features set Florida apart from its neighbors. Members of an ordinary Florida LLC have appraisal rights by default rather than only when the operating agreement grants them. And there is no short-form merger at all, so even a wholly owned subsidiary merger runs the full approval and filing course.

Requirements one by one

The governing act and what counts as a merger

Section 605.0102(42) defines the transaction by cross-reference: "Merger" means a transaction authorized under ss. 605.1021-605.1026. Florida uses that one word throughout and has no separate consolidation statute, so a combination in which both constituents disappear into a newly created entity is still a merger, handled through the plan's designation of a survivor created in the merger.

Section 605.0104 supplies the choice-of-law anchor, making Florida law govern the internal affairs of a Florida LLC and the liability of a member as member and a manager as manager. Section 605.1001(1) then keeps the merger part in its lane: it does not authorize an act prohibited by, and does not affect the application or requirements of, law other than the part itself. Subsection (2) carries a specific reservation for change-of-control, takeover, business combination, and control-share statutes.

Two smaller provisions matter in drafting. Section 605.1004 states that accomplishing a result under the part does not preclude reaching the same result in any other manner authorized by other law, so the statutory merger is a safe harbor and not the only road. Section 605.1005 allows a plan to refer to facts ascertainable outside the plan, including an event or another person's determination or action, provided the plan specifies how those facts operate on it. Section 605.1003 adds that a filing under the part signed by a domestic entity becomes part of that entity's public organic record where its organic law so provides.

Who can be a constituent and who can survive

Section 605.1021(1) runs in both directions. One or more domestic LLCs may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and two or more foreign entities may merge into a domestic LLC. Section 605.1021(2) permits a foreign entity to be a party or the survivor if the merger is authorized by the law of that entity's jurisdiction of formation, which makes the other jurisdiction's authorization a condition of the Florida transaction rather than a separate problem to solve later.

The reach across entity types comes from the definition. Section 605.0102(23)(a) lists a business corporation, a nonprofit corporation, a general partnership including an LLP, a limited partnership including an LLLP, a limited liability company, a real estate investment trust, and any other domestic or foreign entity organized under an organic law. Paragraph (23)(b) then excludes an individual, a trust with a predominantly donative purpose or a charitable trust, certain associations that are not partnerships, a decedent's estate, and governmental bodies. Those exclusions are the practical boundary: a Florida LLC cannot merge with a natural person or with a charitable trust.

Section 605.0102(19) and (25) set the domestic and foreign line by jurisdiction of formation alone, (24) defines a filing entity by whether formation requires a public organic record, and (26) defines a foreign limited liability company. One purpose-based limit applies: under section 605.1021(3), if a not-for-profit LLC is involved, the surviving company or other business entity must also be a not-for-profit entity.

What the plan of merger must contain

Section 605.1022(1) requires a plan in a record with seven contents. It takes the name, jurisdiction of formation, and type of entity of each merging entity; the surviving entity; and the manner and basis of converting interests and rights to acquire interests into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of those. That consideration clause is broad enough to cover cash-out, rollover equity, notes, or a blend.

The survivor's governing documents are handled in two branches. If the survivor exists before the merger, paragraph (d) requires any proposed amendments to or restatements of its public organic record or private organic rules that are or are proposed to be in a record, plus all such amendments effective at the effective date. If the survivor is created in the merger, paragraph (e) requires its proposed public organic record and the full text of its proposed private organic rules that are to be in a record. Section 605.0102(58) identifies which document is the public organic record for each form, including the articles of organization of an LLC, and (55) defines private organic rules, which for an LLC is the operating agreement.

Paragraph (f) takes the other terms and conditions and paragraph (g) sweeps in anything required by another merging entity's organic law or organic rules, which is where a foreign constituent's home-state requirements enter the Florida document. Subsection (2) allows any other lawful provision. This list is not negotiable downward: section 605.0105(3)(n) forbids an operating agreement from varying the required contents of a plan of merger under section 605.1022.

The member vote and what the operating agreement can change

Section 605.1023(1)(a) requires approval by a majority-in-interest of the members. The defined term carries the real rule. Section 605.0102(37) gives a general definition of more than 50 percent of the then-current percentage or other interest in profits owned by all members, and then supplies a different meaning as used in sections 605.1001 through 605.1072. For a single class or series, it is more than 50 percent of that profits interest owned by all members who have the right to approve the merger. For a company having more than one class or series of members, it is the holders in each class or series of more than 50 percent of that interest owned by the members of that class or series who have the right to approve, unless the organic rules provide for approval in a different manner.

Two consequences follow. The measure is profits interest, not headcount and not capital contributed. And a multi-class Florida LLC needs a class-by-class majority by default, so a manager cannot aggregate all members into one pool to clear the vote unless the operating agreement rewrites the method.

Management structure does not move the decision. Section 605.04073(1)(c) requires a majority-in-interest of members in a member-managed company to undertake any act, inside or outside the ordinary course, including a transaction under sections 605.1001 through 605.1072, and section 605.04073(2)(d) requires the same member approval in a manager- managed company for an act outside the ordinary course, again naming transactions under that part. Managers do not approve a merger on their own.

The other constituents approve under their own law. Section 605.1023(2) requires a domestic merging entity that is not an LLC to approve in accordance with its organic law, and section 605.1023(3) requires a foreign merging entity to approve in accordance with the law of its jurisdiction of formation.

Agreement control is deliberately partial. Section 605.0105(3)(m) bars an operating agreement from varying a member's right to approve a merger under section 605.1023(1)(b), and (3)(n) bars varying the plan contents. The majority-in-interest threshold in section 605.1023(1)(a) is not on that prohibited list, and section 605.0102(37)(b) itself defers to organic rules providing for approval in a different manner. So the threshold is adjustable and the personal-liability consent is not.

Meeting notice, written consent, and the personal-liability signature

Section 605.1023(4) requires written notice to all members of each domestic LLC party who have a right to vote, not less than 10 days and not more than 60 days before the meeting, and permits that notice to be waived in writing by the person entitled to it. Section 605.1023(5) fixes four contents: the date, time, and place of the meeting; a copy of the plan of merger; the statement or statements required under sections 605.1006 and 605.1061 through 605.1072 regarding the availability of appraisal rights; and the date the notification was mailed or delivered.

Section 605.1023(7) then supplies a deemed-given rule pinned to the earliest of actual receipt, five days after deposit in the United States mail addressed to the member at the address in the company's books and records with prepaid postage affixed, the date on a signed return receipt for registered or certified mail, or the date given under the company's organic rules. Calendars should be built from that earliest-of rule rather than from the mailing date alone.

No meeting is required. Section 605.04073(4) allows the action to be taken without a meeting if approved in a record by members holding at least the minimum votes that would be needed at a meeting, allows proxies appointed by a signed record, and requires notice of the action to members who did not consent in writing or were not entitled to vote within 10 days after the action was taken.

Separate from the threshold sits a personal veto. Section 605.1023(1)(b) requires approval in a record by each member of a merging LLC who will have interest holder liability for debts arising after the merger becomes effective. The exception is narrow: it applies only if the organic rules in a record already allow approval of such a merger by fewer than all members and the member consented in a record to or voted for that provision, or became a member after it was adopted. Section 605.0102(32) defines interest holder liability as personal liability imposed solely by reason of the person's status as an interest holder, which is what makes a merger into a general partnership or an LLLP general-partner position trigger the signature.

The articles of merger, signers, fees, and the annual-report gate

Section 605.1025(1) requires articles of merger signed by each merging entity and delivered to the department for filing after the plan is approved. Subsection (2) lists nine contents: the name, jurisdiction of formation, and type of entity of each non- surviving merging entity and of the survivor; a statement that the merger was approved by each domestic merging LLC under sections 605.1021 through 605.1026, by each other merging entity under the law of its jurisdiction of formation, and by each member whose approval was required under section 605.1023(1)(b); any amendment to a pre-existing domestic filing-entity survivor's public organic record; the public organic record as an attachment if a domestic filing entity is created; a statement of qualification as an attachment if a domestic LLP or LLLP is created; a mailing address for process if the survivor is a foreign entity without a Florida certificate of authority; a statement that the survivor has agreed to pay members with appraisal rights what they are entitled to; and the effective date if it differs from the filing date.

Two subsections save work. Section 605.1025(5) lets a department-certified copy be filed in the official records of any Florida county where a party holds an interest in real property, which is the mechanism for clearing title after a vesting-by-operation-of-law transfer. Section 605.1025(6) removes a duplicate filing: an LLC need not deliver its own articles of merger if it is named as a merging or surviving entity in articles or a certificate of merger filed for the same merger under the corporation, limited partnership, or partnership statutes cross-referenced there, so long as that filing substantially complies with the section.

Signing runs through section 605.0203(1)(a), under which a record signed on behalf of an LLC must be signed by a person authorized by the company. Section 605.0203(2) permits an agent, legal representative, or attorney-in-fact who is duly appointed and whose authority the record states, and subsection (3) makes that person affirm the authority as a fact. Section 605.0206 adds the mechanics, including that the record be captioned to describe its purpose and be on a mandatory form where the department prescribes one.

Money and status are both conditions. Section 605.0213(4) charges $25 per constituent party for filing a certificate of merger of limited liability companies or other business entities, unless a specific fee is required for a party under other applicable law, and section 605.0213(11) charges $25 for any other LLC document, which is the line that reaches a statement of abandonment. Section 605.0212(8) makes annual-report status a condition of the merger itself: each Florida party, and each foreign party holding a Florida certificate of authority, must be active and current in filing its annual reports through December 31 of the calendar year in which the articles are submitted.

The Division of Corporations publishes Form CR2E080, captioned Articles of Merger For Florida Limited Liability Company, which routes the filing to the Amendment Section, restates the annual-report condition as an Important Notice, and prices the filing at $25 for each LLC, $35 for each corporation, $52.50 for each limited partnership or LLLP, $25 for each general partnership or LLP, and $25 for each other business entity, with an optional $30 certified copy, payable by one check to the Florida Department of State. Its signature block directs that an LLC sign by an authorized person.

Effective time, delayed dates, amendment, abandonment, and correction

Section 605.1025(4) makes the merger effective when the articles become effective, unless the articles specify an effective time or a delayed effective date complying with section 605.0207. Section 605.0207 supplies the grid: with nothing specified, effectiveness is the date and time of acceptance as endorsed by the department; with a time but no delayed date, the acceptance date at that time; with a delayed date and no time, 12:01 a.m. on the earlier of the specified date or the 90th day after filing; and with both, the specified time on the earlier of those dates. Section 605.0207(7) resolves an unstated time zone to the place of filing in Florida. Form CR2E080 repeats the ceiling on its face and warns that a noncompliant date will not be recorded as the effective date.

Amendment is governed by section 605.1024(1) and (2). A plan may be amended only with the consent of each party unless the plan or the organic rules provide otherwise, and a merging LLC approves an amendment in the same manner the plan was approved when the plan is silent. Even where the plan lets managers or members amend, a member who was entitled to vote keeps a vote on an amendment that changes the consideration, changes the survivor's public organic record or private organic rules that will be in effect immediately after the merger beyond changes not requiring interest-holder approval, or changes any other term in a way that would adversely affect the member in any material respect.

Abandonment has two tracks under section 605.1024. Before the articles become effective, the plan may be abandoned as the plan provides, and unless the plan prohibits it, a domestic merging LLC may abandon in the same manner the plan was approved. If abandonment happens after the articles have been delivered but before they become effective, section 605.1024(4) requires a statement of abandonment signed by a party to be delivered before the articles become effective; it takes effect on filing, and the merger does not become effective. That statement must name each party, give the date the articles were delivered, and state that the merger has been abandoned in accordance with the section.

The merger-specific route displaces the general one. Section 605.0208(1) allows a filed record to be withdrawn before it takes effect only except as otherwise provided in sections 605.1001 through 605.1072, so a pending merger is unwound with the section 605.1024(4) statement of abandonment rather than a generic withdrawal statement.

Errors discovered later run through section 605.0209, which permits a statement of correction where the record was inaccurate at filing, was defectively signed, was defectively transmitted, or contains false, misleading, or fraudulent information. The statement may not state a delayed effective date, must identify the record and specify and correct the defect, and is effective as of the corrected record's effective date except as to persons who relied on the uncorrected record and are adversely affected, for whom it is effective when filed. Correcting false, misleading, or fraudulent information carries no fee if delivered within 15 days after the department's notification of filing.

What happens to the survivor's property, debts, and cases

Section 605.1026(1) states the consequences as a package. The survivor continues in existence and each other merging entity ceases to exist. All property of each merging entity vests in the survivor without transfer, reversion, or impairment, and all debts, obligations, and other liabilities become the survivor's. Except as law or the plan provides, all rights, privileges, immunities, powers, and purposes vest in the survivor, and a pre-existing survivor keeps its own property, liabilities, and powers unchanged.

Litigation continues rather than restarting. Under section 605.1026(1)(g) the survivor's name may be substituted for a merging entity that is a party to any pending action or proceeding. Under section 605.1026(1)(j) converted interests are converted and their holders are entitled only to the rights the plan gives them plus any appraisal rights.

Section 605.1026(2) forecloses a familiar argument: unless the merging entity's organic law or organic rules say otherwise, the merger gives rise to no rights that an interest holder, governor, or third party would have on a dissolution, liquidation, or winding up; the merging entity need not wind up and distribute; and the merger is not a dissolution. Drafters of contracts that key off dissolution should not assume a merger trips them.

Liability is split by time. Section 605.1026(3) gives a person newly subject to interest holder liability that exposure only as the organic law of that entity provides and only for liabilities arising after the merger becomes effective. Section 605.1026(4) provides that a person who ceases to hold an interest is not discharged from interest holder liability that arose before effectiveness, has none for later liabilities, and remains subject to the former entity's law and contribution rights as if the merger had not occurred.

Registrations move as well. Section 605.1026(6) cancels the Florida certificate of authority of any foreign merging entity that is not the survivor, and section 605.0912(1) requires a registered foreign LLC that has merged into a foreign entity not authorized to transact business in Florida to deliver a notice of withdrawal of its certificate of authority. Section 605.1002(2) carries donative instruments across, so a bequest, devise, gift, grant, or promise made to a non-surviving merging entity which takes effect or remains payable after the merger inures to the survivor, while section 605.1002(1) bars diverting property held for a charitable purpose without an appropriate court order where nondiversion law requires one.

None of this is a promise about commercial continuity. Whether a lease, loan, franchise, license, permit, or tax attribute survives depends on its own terms and on other law, which section 605.1001(1) expressly leaves untouched.

Appraisal rights and the payment procedure

Section 605.1006(1)(a) entitles a member to appraisal and to payment of the fair value of the member's membership interest on consummation of a merger under the chapter where the member possessed the right to vote upon the merger. That default is the opposite of the rule in states that give LLC members no appraisal right unless the operating agreement supplies one.

It is defeasible, but only with the affected member's participation. Section 605.1006(2) lets a company modify, restrict, or eliminate appraisal rights in its organic rules if the provision is authorized by each member whose rights are being modified, restricted, or eliminated, and treats an express waiver in organic rules approved by a member as a waiver to the extent provided.

Section 605.1006(4) adds a market-out for publicly traded and fund interests, unavailable for a covered security, for an interest traded in an organized market in a class or series with at least 2,000 holders and at least $20 million in market value excluding insider holdings, or for a redeemable open-end fund interest. Paragraph (4)(c) restores appraisal where members must accept something other than cash or a qualifying proprietary interest, and paragraph (4)(d) restores it in the conflict transactions it describes. For a closely held Florida LLC the market-out will almost never apply.

Procedure comes from sections 605.1061 through 605.1072. Section 605.1061(5) defines fair value as of immediately before effectiveness, using customary and current valuation concepts and techniques for similar businesses, excluding appreciation or depreciation in anticipation of the transaction unless that would be inequitable, and without discounting for lack of marketability or minority status. Section 605.1062 governs assertion by record members and beneficial owners.

Section 605.1063 requires the meeting notice to state the company's conclusion on availability and to enclose a copy of the appraisal sections when rights are or may be available; for a written-consent approval, notice goes to each member when consent is first solicited or, in the alternative, to nonconsenting and nonvoting members at least 10 days before effectiveness. Section 605.1063(4) requires financial statements to accompany that notice, including a balance sheet as of a fiscal year ending not more than 16 months before the notice, unless the member waives the right.

Section 605.1064 makes the member act first: written notice of intent to demand payment before the vote and no vote in favor, or no consent in favor, on pain of losing the right. Section 605.1065 then requires the company to send an appraisal notice and form no earlier than the effective date and within 10 days after it, setting a return deadline not less than 40 nor more than 60 days out, stating the company's estimate of fair value, and making an offer to pay it.

Section 605.1066 governs perfection and provides that a member who returns the form or deposits certificates loses all rights as a member unless the member withdraws, with the withdrawal deadline within 20 days after the return date. Section 605.1067 requires payment within 90 days of receipt if the member accepts. Section 605.1068 lets a dissatisfied member state its own estimate and demand that amount plus accrued interest, and waives the demand if it is late.

Section 605.1069 puts the burden of going to court on the company: it must petition within 60 days after receiving an unsettled demand, and if it does not, a demanding member may commence the proceeding in the company's name. The court's jurisdiction is plenary and exclusive, it may appoint appraisers, members get ordinary discovery, and there is no right to a jury trial. Section 605.1070 assesses costs against the company except where members acted arbitrarily, vexatiously, or not in good faith.

Two backstops close the procedure. Section 605.1071 forbids payment when the company cannot meet its distribution standards and gives the member 30 days to elect between withdrawing the notice and holding a subordinated claim. Section 605.1072 makes appraisal substantially exclusive, barring a challenge to a completed appraisal event unless it was not authorized and approved in accordance with the chapter, the organic rules, or the authorizing resolutions, or was procured by fraud, a material misrepresentation, or an omission of a material fact.

Creditors get no vote and no statutory notice. Their protection is structural: the survivor takes the liabilities automatically under section 605.1026(1)(d), and pre- merger interest holder liability survives under section 605.1026(4). For a foreign survivor, section 605.1025(2)(g) requires a mailing address in the articles for process served on the department, and section 605.1026(5) allows Florida service to collect and enforce a domestic merging entity's obligations as provided in section 605.0117, which also states the ordinary channels for notice or demand on an LLC.

Related routes, no short-form merger, and special entities

Florida has no short-form merger. Chapter 605 contains one merger route, and nothing in it scales down the process for a parent that owns 90 percent or even 100 percent of a subsidiary. A wholly owned subsidiary merger still needs a plan under section 605.1022, majority-in-interest approval under section 605.1023, the record consent of any member who will pick up interest holder liability, and articles of merger under section 605.1025.

What Florida offers instead is alternatives. Section 605.1004 states the nonexclusivity principle, and the same part supplies three sibling transactions with their own plan, approval, and filing sections: section 605.1031 for an interest exchange, section 605.1041 for a conversion in either direction between a domestic LLC and another entity type or jurisdiction, and section 605.1051 for domestication of a non-United States entity into a domestic LLC. Choosing the wrong one produces the wrong filing and the wrong approval trail.

Special entities have real boundaries. Section 605.1021(3) requires a not-for-profit constituent's survivor to be a not-for-profit entity. Section 605.1002(1) protects charitable property. Section 605.1001(1) leaves other regulatory law in force, which is where professional, banking, insurance, and utility requirements live.

The newest boundary is the protected series regime, and it is already live. Section 605.2802(1) provides that beginning July 1, 2026, the chapter governs all domestic and foreign protected series limited liability companies, and that date has passed. Section 605.2602 bars a protected series from being a party to, resulting from, or being created by a merger or an equivalent transaction except as sections 605.2605, 605.2606, and 605.2607 allow. Section 605.2603 bars a series limited liability company from conversion, domestication, or interest exchange outright and from being a party to or the survivor of a merger except under section 605.2604. Section 605.2604 permits a series LLC merger under sections 605.1021 through 605.1026 only if each other party is a limited liability company and the surviving company is not created in the merger. Sections 605.2605 and 605.2606 add plan terms and attachments for relocated, continuing, terminated, and newly established protected series, and section 605.2607 provides that a relocated or continuing protected series is the same person without interruption. Section 605.2601 defines the vocabulary.

What trips people up

The majority-in-interest definition changes meaning inside the merger part. A company reading section 605.0102(37) casually will apply the general more-than-50-percent-of- profits test and stop. Inside sections 605.1001 through 605.1072 the term is redefined, and for a company with more than one class or series it means a majority within each class or series unless the organic rules say otherwise. Multi-class companies that pool all members into a single vote can approve a merger the statute treats as unapproved.

The personal-liability consent is not part of the vote. Section 605.1023(1)(b) is a separate approval in a record from each member who will have interest holder liability for post-merger debts, and section 605.0105(3)(m) makes it the one approval right an operating agreement cannot vary. Clearing the majority-in-interest threshold does not clear this, and the articles of merger must state that those members approved where their approval was required.

The filing is called two different things. Section 605.1025 calls the document articles of merger and the official form is captioned Articles of Merger For Florida Limited Liability Company, but its cover letter refers to a Certificate of Merger and the fee schedule in section 605.0213(4) charges for filing a certificate of merger. They are the same filing; the naming is inconsistent within Florida's own materials.

Annual-report status is a merger condition, not just good housekeeping. Section 605.0212(8) requires every Florida party and every foreign party holding a Florida certificate of authority to be active and current on annual reports through December 31 of the year the articles are submitted. A lapsed subsidiary can stall a closing, and the form repeats the requirement as an Important Notice for that reason.

A pending merger is stopped with a statement of abandonment, not a withdrawal. Section 605.0208(1) allows withdrawal of a filed record before effectiveness only except as otherwise provided in the entity-transactions part, and section 605.1024(4) supplies the merger-specific route, which must be signed by a party and delivered before the articles become effective.

A delayed effective date has a hard 90-day ceiling that runs from filing, not from signing. Under section 605.0207(3) and (4), a delayed date later than the 90th day after filing simply collapses to that 90th day, and where no time is stated the merger lands at 12:01 a.m. The form warns separately that a noncompliant date will not be recorded at all.

Appraisal rights are the default here. A company that assumes Florida follows the no- appraisal-for-LLCs pattern will skip the required statement in the meeting notice under section 605.1023(5)(c), skip the financial statements under section 605.1063(4), and miss the 10-day window under section 605.1065 for sending the appraisal notice after effectiveness. Eliminating those rights requires organic-rules language authorized by each affected member under section 605.1006(2), done in advance.

Common questions

Can a Florida LLC merge into a corporation, or a corporation into an LLC?

Yes in both directions. Section 605.1021(1)(a) lets one or more domestic LLCs merge with domestic or foreign entities into a domestic or foreign survivor, and section 605.0102(23)(a) includes a business corporation in the definition of entity. If the survivor is a Florida corporation, watch section 605.1025(6), which excuses the LLC from filing its own articles of merger when a filing for the same merger under the corporation statute substantially complies.

What vote does a manager-managed Florida LLC need?

The members still approve. Section 605.04073(2)(d) requires the affirmative vote or consent of a majority-in-interest of the members for an act outside the ordinary course, expressly including a transaction under sections 605.1001 through 605.1072, and section 605.1023(1)(a) requires majority-in-interest approval of the plan. Managers cannot approve a merger by themselves.

Can the operating agreement lower or raise the merger vote?

The threshold is adjustable. Section 605.0105(3) lists what an operating agreement may not do, and the section 605.1023(1)(a) threshold is not on it; section 605.0102(37)(b) also defers to organic rules that provide for approval in a different manner. What cannot be varied is the section 605.1023(1)(b) personal-liability approval, under section 605.0105(3)(m), and the required plan contents, under section 605.0105(3)(n).

Do members have to meet, or can they sign consents?

Consents work. Section 605.04073(4) permits action without a meeting if approved in a record by members holding at least the votes needed at a meeting, with notice to non- consenting or non-voting members within 10 days. If the company uses consents and appraisal rights are or may be available, section 605.1063(3) changes the notice mechanics, requiring notice when consent is first solicited or, alternatively, at least 10 days before effectiveness to nonconsenting and nonvoting members.

How much does it cost and where does it go?

Section 605.0213(4) sets $25 per constituent party for the merger filing unless other law fixes a different fee for a party. Form CR2E080 prices the mixed cases: $25 for each LLC, $35 for each corporation, $52.50 for each limited partnership or LLLP, $25 for each general partnership or LLP, and $25 for each other business entity, plus an optional $30 certified copy, in one check to the Florida Department of State, filed with the Amendment Section of the Division of Corporations.

When does the merger actually take effect?

On filing, unless the articles say otherwise. Section 605.1025(4) ties effectiveness to the articles, and section 605.0207 allows a stated time and a delayed date capped at the 90th day after filing. With a delayed date and no stated time, effectiveness is 12:01 a.m. on the earlier of the stated date or that 90th day.

Can the deal be called off after the articles are filed?

Yes, if the articles have not yet become effective, which in practice means the parties used a delayed effective date. Section 605.1024(4) requires a statement of abandonment signed by a party to be delivered before the articles become effective; it takes effect on filing and the merger does not occur. Once the articles are effective there is no abandonment route.

Does a member who votes no get paid out?

Often yes. Section 605.1006(1)(a) gives appraisal rights to a member who possessed the right to vote on the merger, and sections 605.1061 through 605.1072 run the procedure, which requires the member to give notice of intent before the vote and not vote in favor under section 605.1064, then return the company's form within the 40-to-60-day window under section 605.1065. The company must offer its own estimate of fair value and, if the member demands more and the matter stays unsettled, must petition the court within 60 days under section 605.1069. Whether rights exist in a particular company depends on whether its organic rules validly modified them under section 605.1006(2).

Is there a short-form merger for a wholly owned subsidiary?

No. Chapter 605 has a single merger route in sections 605.1021 through 605.1026 with no parent-subsidiary or 90-percent variant, so the full plan, approval, and articles sequence applies even where one member owns everything.

Statutes and sources

Every section quoted below comes from the official chapter page for The 2026 Florida Statutes, chapter 605, the Florida Revised Limited Liability Company Act, published by the Florida Legislature and read on September 10, 2026. No Florida bill pending as of that date amends the merger sections; section 605.1025 already carries a 2026 chapter law in its history line, so the fetched text is the amended text rather than text awaiting one.

• Fla. Stat. § 605.0102 supplies the definitions the merger part runs on, including which organizations count as an entity and which are excluded, the domestic and foreign line, filing entity, interest holder liability, public organic record and private organic rules, and the class-by-class meaning majority-in-interest carries inside the entity-transactions part. Accessed September 10, 2026.
• Fla. Stat. §§ 605.0104-605.0105 make Florida law govern the internal affairs of a Florida LLC and list what an operating agreement may not do, including the two merger provisions it may not vary. Accessed September 10, 2026.
• Fla. Stat. § 605.0117 states how process is served on an LLC and how a notice or demand may be given, which the merger part borrows for a foreign surviving entity. Accessed September 10, 2026.
• Fla. Stat. § 605.0203 requires a record delivered to the department to be signed by a person authorized by the company and permits a duly appointed agent or attorney-in-fact who states that authority. Accessed September 10, 2026.
• Fla. Stat. §§ 605.0206-605.0209 supply the filing mechanics, the effective time and delayed-date grid with its ninetieth-day ceiling, withdrawal of a filed record before effectiveness except as the merger part provides, and the statement of correction. Accessed September 10, 2026.
• Fla. Stat. §§ 605.0212-605.0213 make annual-report currency a condition of a merger and set the filing fee at twenty- five dollars per constituent party. Accessed September 10, 2026.
• Fla. Stat. § 605.04073 gives each member a vote proportionate to profits interest, requires a majority-in- interest to undertake a transaction under the entity-transactions part in both member- managed and manager-managed companies, and permits action without a meeting by record consent. Accessed September 10, 2026.
• Fla. Stat. § 605.0912 requires a registered foreign LLC that has merged into a foreign entity not authorized here to deliver a notice of withdrawal of its certificate of authority. Accessed September 10, 2026.
• Fla. Stat. §§ 605.1001-605.1005 keep other law in force, protect charitable and donative property, fix the status of filings, state that the part is nonexclusive, and allow a plan to turn on facts outside the plan. Accessed September 10, 2026.
• Fla. Stat. § 605.1006 gives a member who could vote on the merger appraisal rights by default, lets the organic rules modify, restrict, or eliminate them with each affected member's authorization, and limits them by a market-out with its own carve-backs. Accessed September 10, 2026.
• Fla. Stat. § 605.1021 authorizes the merger in both directions, conditions a foreign party or survivor on its own jurisdiction's law, and requires a not-for-profit constituent's survivor to be a not-for-profit entity. Accessed September 10, 2026.
• Fla. Stat. § 605.1022 requires a plan of merger in a record and lists its seven contents, including the consideration clause and the survivor's governing documents. Accessed September 10, 2026.
• Fla. Stat. § 605.1023 sets the majority-in-interest approval, the separate record consent of each member who will have interest holder liability, the ten-to-sixty-day meeting notice with its contents and waiver, and the deemed-given rule. Accessed September 10, 2026.
• Fla. Stat. § 605.1024 governs amendment of the plan and the members who keep a vote on it, and supplies both abandonment routes, including the statement of abandonment filed before the articles become effective. Accessed September 10, 2026.
• Fla. Stat. § 605.1025 requires articles of merger signed by each merging entity, lists their nine contents, ties effectiveness to the filing, permits county recording of a certified copy, and excuses a duplicate filing. Accessed September 10, 2026.
• Fla. Stat. § 605.1026 states the effects of the merger on existence, property, debts, pending proceedings, governing documents, and interests, forecloses dissolution-style rights, splits interest holder liability by time, and cancels a non-surviving foreign entity's certificate of authority. Accessed September 10, 2026.
• Fla. Stat. §§ 605.1031, 605.1041, 605.1051 authorize the sibling transactions of interest exchange, conversion, and domestication, each with its own plan, approval, and filing sections. Accessed September 10, 2026.
• Fla. Stat. §§ 605.1061-605.1072 run the appraisal procedure end to end, from the fair-value standard and notice contents through perfection, payment, the company's duty to petition, costs, the distribution-standard limit, and the exclusivity of the remedy. Accessed September 10, 2026.
• Fla. Stat. §§ 605.2601-605.2607 restrict protected series and series limited liability companies in entity transactions and permit a series LLC merger only where every other party is an LLC and the survivor is not created in the merger. Accessed September 10, 2026.
• Fla. Stat. § 605.2802 makes the protected series provisions govern beginning July 1, 2026. Accessed September 10, 2026.
• Fla. Dep't of State, Div. of Corps., Articles of Merger for Florida Limited Liability Company (Form CR2E080) is the official filing form, which restates the annual-report condition, prices the filing by party type, caps the delayed effective date at ninety days after filing, and directs an LLC to sign by an authorized person. Accessed September 10, 2026.