Louisiana Revised Statutes 12:311 – Merger, consolidation, or dissolution
Terms Used In Louisiana Revised Statutes 12:311
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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.
A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the secretary of state a certificate from the secretary of state or an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:
(1) Effect withdrawal of the corporation from this state, nor
(2) Enlarge or alter the nature of the business which the corporation is authorized to transact in this state, if the nature of such business is limited by its certificate of authority, nor
(3) Authorize the corporation to transact business in this state prohibited by law or under any other name than the name set forth in its certificate of authority.
B. The secretary of state, after all fees, charges, and taxes have been paid as required by law, shall record the certificate in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a certificate of merger or consolidation containing the information prescribed in La. Rev. Stat. 12:112(F). A duplicate original of the certificate of merger or consolidation, or of the certificate of dissolution, issued by the secretary of state, shall, within thirty days after issuance of the certificate of merger or consolidation by, or the filing of the certificate of dissolution with, the secretary of state, be filed for record in the conveyance records of each parish in this state in which the corporation, or any of the other corporate parties to the merger or consolidation, has immovable property.
Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1986, No. 648, §1; Acts 1988, No. 101, §1; Acts 1991, No. 333, §1; Acts 1999, No. 342, §5; Acts 2023, No. 26, §2.