Louisiana Revised Statutes 12:1358 – Agreement of merger or consolidation
Terms Used In Louisiana Revised Statutes 12:1358
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- 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
- 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.
- Corporation: means a corporation formed under the laws of this state or a foreign corporation as defined in this Section. See Louisiana Revised Statutes 12:1301
- 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
- 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.
- Partnership: means a partnership formed under the laws of this state or a foreign partnership as defined in this Section. See Louisiana Revised Statutes 12:1301
- Person: means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association. See Louisiana Revised Statutes 12:1301
- 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. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with La. Rev. Stat. 12:1359.
B. The agreement of merger or consolidation shall set forth the following:
(1) The name and state or country of organization of each limited liability company, corporation, partnership, or partnership in commendam 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 proposed merger or consolidation.
(3) The manner and basis of converting the membership interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each partnership in commendam or partnership which is a constituent entity in the merger or consolidation into membership interests, shares, interests, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, partnership, partnership in commendam, or other entity, or, in whole or in part, into cash or other property, including obligations or securities of any other person.
(4) In the case of a merger, such amendments to the articles of organization, articles of incorporation, or articles or agreement of 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 articles of organization, articles of incorporation, or articles or agreement of 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.
Acts 1992, No. 780, §2, eff. July 7, 1992.