Louisiana Revised Statutes 9:3445 – Certificate of merger or consolidation
Terms Used In Louisiana Revised Statutes 9:3445
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Constituent entity: means each entity that is a party to a merger or consolidation under this Chapter. See Louisiana Revised Statutes 9:3441
- New entity: means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in this Chapter. See Louisiana Revised Statutes 9:3441
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Surviving entity: means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in this Chapter. See Louisiana Revised Statutes 9:3441
A. After an agreement of merger or consolidation has been authorized, approved, and certified in accordance with La. Rev. Stat. 9:3444, the surviving or new entity shall file the agreement with the secretary of state or, in lieu thereof, the surviving or new entity shall file a certificate of merger or consolidation, duly executed, setting forth:
(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 authorized and approved by each of the constituent entities in accordance with La. Rev. Stat. 9:3444.
(4) The name of the surviving or new entity.
(5) In the case of a merger, such amendments or changes to the certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be, of the surviving entity, as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be, of the surviving entity, shall be its certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, as the case may be.
(6) In the case of a consolidation, that the certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, articles or certificate of incorporation, or articles of organization, 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 partner, shareholder, or member of any entity that is a party to the merger or consolidation.
B.(1) The secretary of state may prescribe and furnish forms for filing the agreement and certificate of merger.
(2) The secretary of state, after all taxes, fees, and charges have been paid as required by law, shall record the agreement, or certificate in lieu thereof, in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of merger or consolidation, which shall recite the names of all of the merging and consolidating constituent entities, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or new entity, the name of the state or country under the laws of which the new entity is formed, the date, and, if endorsed on the agreement or certificate, the hour of filing of the agreement or certificate with him, and the effective date and time of the merger or consolidation, if stated in the agreement or certificate.
(3) The agreement or certificate may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. A duplicate original of the certificate of merger or consolidation issued by the secretary of state shall, within thirty days after issuance of the certificate, be filed for record in the conveyance records of each parish in this state in which any of the constituent entities has immovable property, title to which will be transferred as a result of the merger or consolidation.
C. A merger or consolidation shall be effective when the agreement or certificate of merger or consolidation has been recorded by the secretary of state and when the requirements for effectiveness of the laws under which any constituent entity was formed have been met, as of the time of filing of the agreement or certificate with the secretary of state. However, if the agreement or certificate was filed within five days, exclusive of legal holidays, after acknowledgment thereof, the merger or consolidation shall be effective as of the time of such acknowledgment, and the merger or consolidation may be made effective as of any later effective date and time if desired, not later than thirty days after the date of such filing, stated in the agreement or certificate of merger or consolidation.
Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 1993, No. 475, §3, eff. June 9, 1993; Acts 2019, No. 19, §1, eff. May 28, 2019.