Louisiana Revised Statutes 12:1362 – Merger or consolidation with foreign entity
Terms Used In Louisiana Revised Statutes 12:1362
- Constituent entity: means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to Louisiana Revised Statutes 12:1301
- domestic limited liability company: means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. See Louisiana Revised Statutes 12:1301
- Foreign limited liability company: means a limited liability company formed under the laws of any state other than this state. See Louisiana Revised Statutes 12:1301
- Foreign limited partnership: means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country. See Louisiana Revised Statutes 12:1301
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- New entity: means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in Louisiana Revised Statutes 12:1301
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 12:1301
- Surviving entity: means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in Louisiana Revised Statutes 12:1301
A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more foreign limited liability companies, foreign corporations, foreign partnerships, or foreign limited partnerships may merge or consolidate with or into a domestic limited liability company, if:
(1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.
(2) The foreign constituent entity complies with La. Rev. Stat. 12:1360 if it is the surviving entity or the new entity.
(3) Each domestic limited liability company complies with the applicable provisions of La. Rev. Stat. 12:1358 and 1359 and, if it is the surviving entity or the new entity, with La. Rev. Stat. 12:1360.
B. If the surviving entity or new entity is to be governed by the laws of any state other than this state or of a foreign country, then upon the effectiveness of a merger or consolidation 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 that 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.
C. The effect of such merger or consolidation shall be as provided in La. Rev. Stat. 12:1361, if the surviving entity or new entity is to be governed by the laws of this state. 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 the same as provided in La. Rev. Stat. 12:1361, except insofar as the laws of such other jurisdiction provide otherwise.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.