2006 Louisiana Laws - RS 12:113 — Consolidation; articles of incorporation

§113.  Consolidation; articles of incorporation

A.  If the agreement is for a consolidation into a new corporation to be formed under this Chapter, articles and an initial report for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:24 and 101, except that:

(1)  The business, nonprofit and foreign corporations consolidating shall be named as the incorporators of the new corporation;

(2)  The articles and initial report shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;

(3)  In addition to the matter required by R.S. 12:24(B), the articles shall state the shares, secured or unsecured obligations, cash or other consideration to be delivered to the shareholders or members of each of the consolidating business, nonprofit and foreign corporations or the manner of converting shares thereof or memberships therein into securities of the new corporation.  

B.  The articles and initial report shall be filed and recorded, and a certificate of incorporation issued, as provided in R.S. 12:25.  

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988.