TRANSFER OF TITLE TO REAL PROPERTY
IN MERGERS OF BUSINESS ENTITIES
1998 LEGISLATIVE AMENDMENTS TO
CHAPTERS 607, 608 AND 620, F.S.

Effective July 1, 1998, the Florida Legislature amended Chapters 607, 608 and 620, F.S. to allow corporations for profit, nonprofit corporations, limited liability companies and limited partnerships to merge with each other and with other business entities, both domestic and foreign. A deed may be required to transfer title to real property to the surviving entity.

  1. Corporations For Profit, Chapter 607, F.S.

    1. Merger Of Florida Corporations For Profit With Or Into Other Florida Or Foreign Corporations For Profit

      Newly created sections 607.1108, .1109 and .11101 recognize the merger of Florida corporations for profit with "other business entities". "Other business entities" is defined to include limited liability companies, foreign corporations, not-for-profit corporations, business trusts or associations, real estate investment trusts (REITs), common law trusts, unincorporated businesses, general partnerships, limited partnerships, or any other entity that is formed pursuant to the requirements of applicable law. Notwithstanding these newly created sections, mergers of Florida corporations for profit with other Florida corporations for profit and mergers of Florida corporations for profit with or into one or more foreign corporations for profit continue to be controlled by sections 607.1106 and 607.1107; respectively. Pursuant to sections 607.1106(1)(b) and 607.1107(4), F.S., the effect of such mergers is that title to all real property owned by a Florida corporation for profit is deemed vested in the surviving entity. A deed is not required to pass title. The only exception is where the surviving entity is a foreign corporation for profit and the laws of the foreign jurisdiction require a deed in order to pass title.

    2. Merger Of Foreign Corporations For Profit With Other Foreign Corporations For Profit

      Neither the existing statutes nor the recent amendments thereto address the merger of foreign corporations for profit holding title to Florida real property with or into other foreign corporations for profit. As a matter of practice, the title holder should deed the Florida real property to the surviving entity.

    3. Merger Of Florida Corporations For Profit With Other Non-corporate Business Entities

      The effect of a merger between a Florida corporation for profit and any other non-corporate business entity, whether foreign or domestic, is that title is not deemed to have passed by operation of law to the surviving entity. Section 607.11101(2), F.S. requires that title to real property be conveyed by the recordation of a deed with payment of applicable taxes thereon.


  2. Corporations Not For Profit, Chapter 617, F.S.

    1. Merger of Florida Nonprofit Corporations With Or Into Other Florida Or Foreign Nonprofit Corporations

      Florida presently recognizes mergers of Florida nonprofit corporations with other Florida nonprofit corporations and mergers of Florida nonprofit corporations with or into one or more foreign nonprofit corporations pursuant to sections 617.1101-.1106 and 617.1107; respectively. Pursuant to sections 617.1106(2), F.S. and 617.1107(3), F.S., the effect of such mergers is that title to all real property owned by a Florida nonprofit corporation is deemed vested in the surviving entity. A deed is not required to pass title. The only exception is where the surviving entity is a foreign nonprofit corporation and the laws of the foreign jurisdiction require a deed in order to pass title. The 1998 Florida Legislature did not amend these provisions.

    2. Mergers of Foreign Nonprofit Corporations With or Into Other Florida Or Foreign Nonprofit Corporations

      Neither Chapter 617 nor the 1998 legislative amendments address the merger of foreign nonprofit corporations holding title to Florida real property with or into other foreign nonprofit corporations. As a matter of practice, the title holder should deed the Florida real property to the surviving entity.

    3. Mergers Of Nonprofit Corporations With Florida Corporations For Profit Or Other Non-corporate Business Entities

      Neither Chapter 617, F.S. nor the 1998 legislative amendments contain provisions recognizing the merger of Florida nonprofit corporations with other business entities. Section 607.1108(1), however, does recognize the merger of Florida corporations for profit with nonprofit corporations. Section 607.1108(1) goes on to provide that notwithstanding the provisions of Chapter 617, a Florida nonprofit corporation acting under a plan of merger approved pursuant to 617. 1103 shall be governed by sections 607.1108, 607.1109 and 607.11101, F.S. Accordingly, when a nonprofit corporation, domestic or foreign, merges with a Florida corporation for profit or any other non-corporate business entity, a deed to the surviving entity is required.


  3. Limited Liability Companies, Chapter 608, F.S.

    1. Merger Of Florida Limited Liability Companies With Or Into Other Florida Limited Liability Companies Or Other Business Entities

      Newly created section 608.438(2), F.S. provides for the merger of Florida limited liability companies (LLCs) with or into one or more Florida LLCs or other business entities formed, organized or incorporated under Florida law or any other jurisdiction. Section 608.438(1), F.S. defines "other business entity" to include corporations, business trusts or associations, REITs, common law trusts, unincorporated businesses, general partnerships, limited partnerships, foreign LLCs or any other entity that is formed pursuant to the requirements of applicable law. Section 608.4383(2), F.S. provides that title to real property shall be conveyed by recordation of a deed with payment of applicable taxes. Accordingly, any time a Florida LLC in title to Florida real property merges with or into any of the entities identified above, a deed will be required from the title holder to the surviving entity.

    2. Merger Of Foreign Limited Liability Companies With Other Foreign Entities

      Neither the existing statutes nor the recent amendments thereto address the merger of foreign LLCs holding title to Florida real property with or into other foreign entities. Since Florida law requires a deed to pass title from a Florida LLC which merges with or into another entity, a deed should likewise be required to pass title to Florida real property from a foreign LLC to the surviving entity.


  4. Limited Partnerships, Chapter 620, F.S.

    1. Merger Of Florida Limited Partnerships With Or Into Other Florida Limited Partnerships Or Other Business Entities

      Newly created section 620.201(2), F.S. recognizes the merger of a Florida limited partnership with or into another Florida limited partnership or other business entities formed, organized or incorporated under Florida law or any other jurisdiction. Section 620.201(1), F.S. defines “other business entity” to include corporations, LLCs, business trusts or associations, REITs, common law trusts, unincorporated businesses, general partnerships, foreign limited partnerships and any other entity that is formed pursuant to the requirements of applicable law. Section 620.204(1)(b), F. S. requires recordation of a deed, with payment of applicable taxes, in order to pass title to the surviving entity. Therefore, whenever a Florida limited partnership holding title to Florida real property merges with or into any of the entities identified above, a deed will be required from the title holder to the surviving entity.

    2. Merger Of Foreign Limited Partnerships With Other Foreign Entities

      Neither the existing statutes nor the 1998 amendments thereto address the merger of a foreign limited partnership with or into other foreign entities. Since Florida law requires a deed to pass title from a Florida limited partnership, which merges with or into another entity, a deed should likewise be required to pass title to Florida real property from a foreign limited partnership to the surviving entity.


  5. Judgment And Other Liens

    Existing liens on Florida real property are not impaired by the merger of the business entities discussed herein.

Provided as an educational service by John Raymond Dunham, III, Esq..

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This publication is designed to provide accurate and authoritative information in regard to the subject matter covered and report on issues and developments in the law. It is not intended as legal advice, and should not be relied upon without consulting an attorney.