Florida Statutes § 658.45 — Certificate of merger and effective date; effect on charters and powers.

658.45 Certificate of merger and effective date; effect on charters and powers.—(1) Promptly upon compliance with the provisions of s. 658.44(9), the office shall issue to the resulting bank a certificate of merger setting forth the name of each constituent bank and trust company, the name of the resulting bank or trust company, and the effective date of the merger which, unless the office for good cause determines otherwise, shall be the date requested by the resulting bank if such request was made at the time of compliance with the requirements of s. 658.44(9), but not later than 3 months after the date of such compliance. On the effective date of the merger, the charters and franchises of the constituent banks and trust companies, other than the resulting bank or trust company, shall be deemed terminated and surrendered. The certificate of merger shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places and may be recorded in any office for the recording of deeds. (2) The corporate existence of each of the constituent banks or trust companies shall be merged into and continue in the resulting bank or trust company, and such resulting bank or trust company shall be deemed to be the same bank or trust company as each constituent bank and trust company participating in the merger. All rights, franchises, property, and other interests of the individual constituent banks, and all obligations and liabilities thereof, shall be transferred to, be vested in, and become the obligations of the resulting bank or trust company by virtue of the merger, without any deed or other instrument of transfer. (3) The resulting bank or trust company shall have the right to use the name of any constituent bank or trust company in or in connection with any specific action, proceeding, or transaction when convenience will be served thereby and doing so will not confuse or mislead any party to any such action, proceeding, or transaction. Any reference to any constituent bank in any order of court or in any action, proceeding, will, contract, or other writing or other reference of any kind, whether made or taking effect before or after the merger, shall be deemed a reference to the resulting bank, unless that result would be clearly in conflict with the provisions constituting the context of such reference. (4)(a) If the resulting state bank is to have trust powers and if one or more of the parties to the merger is a state trust company or a bank having an existing trust department operating pursuant to trust powers theretofore granted by the office, in the case of a constituent state bank, or by the appropriate federal regulatory authority, in the case of a constituent national bank, such trust powers shall pass to the resulting state bank; and it shall have and may exercise trust powers in the same manner and to the same extent as the constituent banks or trust companies to which such trust powers were originally issued, and no application to have or to continue to have or exercise trust powers shall be required. However, if the name of the resulting state bank differs from that of a constituent state trust company or a constituent bank having trust powers, the office shall issue a certificate to the resulting state bank showing its right to exercise the trust powers theretofore granted to the constituent banks or trust companies. All fiduciary relationships and capacities of all the constituent banks and trust companies shall, by operation of law, pass to and be assumed by the resulting bank having trust powers, in the same manner and to the same extent as such fiduciary capacities and relationships were held by any constituent bank or trust company. (b) Upon the merger of two or more state trust companies, the resulting state trust company shall continue to have and exercise the trust powers of the constituent trust companies, and no application to have or to continue to exercise trust powers shall be required. However, if the name of the resulting state trust company differs from that of any of the constituent trust companies, the office shall issue a certificate to the resulting state trust company showing its right to exercise the trust powers theretofore granted to the constituent trust companies. All fiduciary relationships and capacities of the constituent state trust companies shall pass to and be assumed by the resulting state trust company by operation of law.