2012 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:117 — Merger or consolidation of corporation and limited liability company, partnership, or limited partnership

§117. Merger or consolidation of corporation and limited liability company, partnership, or limited partnership

A. Any one or more domestic business or nonprofit corporations may, subject to authorization therefor by Chapter 2 of this Title if a nonprofit corporation is involved, merge or consolidate with or into a domestic or foreign limited liability company, partnership, partnership in commendam, or limited partnership; and one or more domestic or foreign limited liability companies, partnerships, partnerships in commendam, or limited partnerships may merge or consolidate with or into a domestic business or nonprofit corporation, unless the laws of any jurisdiction under which any foreign constituent entity is formed forbid such merger or consolidation.

B. Each constituent entity shall enter into a written agreement of merger or consolidation. The agreement shall state the following:

(1) The name and state or country of organization of each corporation, limited liability company, partnership, partnership in commendam, and limited partnership which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate.

(2) The terms and conditions of the merger or consolidation.

(3) The manner and basis of converting the shares of stock or other interests in each corporation, limited liability company, limited partnership, partnership in commendam, or partnership that is a constituent entity in the merger or consolidation into interests, shares or other securities, or obligations, as the case may be, of the surviving entity or new entity, or of any other corporation, limited liability company, partnership, partnership in commendam, limited partnership, or other entity, or, in whole or in part, into cash or other property.

(4) In the case of a merger, such amendments to the articles of incorporation, articles of organization, or certificate, articles or agreement of partnership, limited partnership, or partnership in commendam, as the case may be, of the surviving entity as are desired to be effected by the merger, or that no such changes are desired.

(5) In the case of a consolidation, all of the statements required to be set forth in the articles of incorporation, articles of organization, or certificate, articles or agreement of partnership, limited partnership, or partnership in commendam, as the case may be, of the new entity.

(6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.

C. The agreement required by Subsection B of this Section shall be adopted, approved, certified, executed, and acknowledged as follows:

(1) By each domestic corporation party to a proposed merger or consolidation, in the manner provided in R.S. 12:112.

(2) By each domestic limited liability company party to a proposed merger or consolidation, in the manner provided in R.S. 12:1359.

(3) By each domestic partnership or partnership in commendam party to a proposed merger or consolidation, in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.

(4) By each constituent entity formed under the laws of a jurisdiction other than this state, in accordance with the laws of such other jurisdiction.

D. After the agreement required by Subsection B of this Section is authorized, approved, and certified in accordance with Subsection C, unless the agreement of merger or consolidation provides otherwise, and at any time before the agreement or a certificate of merger or consolidation is filed, as provided for in Subsection E, the agreement of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the agreement of merger or consolidation or, if none is set forth, as follows:

(1) By each domestic limited liability company which is a constituent entity, in the manner provided in R.S. 12:1359.

(2) By each domestic corporation which is a constituent entity, in accordance with R.S. 12:112.

(3) By each domestic partnership or partnership in commendam which is a constituent entity, in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.

(4) By each constituent entity formed under the laws of any jurisdiction other than this state in accordance with the laws of such other jurisdiction.

E. The agreement shall be filed and recorded and shall become effective for all purposes of the laws of this state when and as provided in R.S. 12:112 and 114 with respect to the merger or consolidation of corporations of this state. In lieu of filing and recording the agreement of merger or consolidation, the surviving or new corporation, limited liability company, partnership, partnership in commendam, or limited partnership may file a certificate of merger or consolidation, duly executed, setting forth the following:

(1) The name and state or country of organization of each of the constituent entities.

(2) The effective date, and time if desired, of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation.

(3) That an agreement of merger or consolidation has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities in accordance with Subsection C of this Section.

(4) The name of the surviving or new entity.

(5) In the case of a merger, such amendments or changes to the certificate or articles of incorporation, articles of organization, or certificate, articles, or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity, as are desired to be effected by the merger. If no such amendments or changes are desired, a statement that the certificate or articles of incorporation, articles of organization, or certificate, articles, or agreement of partnership, partnership in commendam or limited partnership, as the case may be, of the surviving entity shall be its certificate or articles of incorporation, articles of organization, or certificate, articles, or agreement of partnership, partnership in commendam, or limited partnership, as the case may be.

(6) In the case of a consolidation, that the articles or certificate of incorporation, articles of organization, or certificate, articles, or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the new entity shall be as set forth in an attachment to the certificate.

(7) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new entity, stating the address thereof.

(8) That a copy of the agreement of merger or consolidation will be furnished by the surviving or new entity, on request and without cost, to any shareholder, partner, or member, as the case may be, of any entity that is a party to the merger or consolidation.

F. Upon the effectiveness of a merger or consolidation involving one or more domestic corporations with one or more entities formed under the laws of any jurisdiction other than this state, and if the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, then the surviving entity or new entity shall be subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation which was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.

G. The effect of any merger or consolidation pursuant to this Section shall be as provided in R.S. 12:115, insofar as applicable. However, if the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be as provided in R.S. 12:115 except insofar as the laws of such other jurisdiction provide otherwise.

H. R.S. 12:112 through 115 shall, insofar as they are applicable, apply to mergers or consolidations between domestic corporations and domestic or foreign limited liability companies, partnerships in commendam, limited partnerships, or partnerships.

I. As used in this Section, unless the context otherwise requires:

(1) "Constituent entity" means each entity which is a party to a merger or consolidation under this Section.

(2) "New entity" means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in this Section.

(3) "Surviving entity" means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in this Section.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.