RS 9:3441     

  

CHAPTER 4.  MERGER OR CONSOLIDATION

§3441.  Terms defined

As used in this Chapter, unless the context requires otherwise:

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

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

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

Acts 1992, No. 780, §1, eff. July 7, 1992.

Louisiana Laws - Louisiana State Legislature
      RS 9:3442     

  

§3442.  Merger or consolidation

Any one or more domestic partnerships or partnerships in commendam may merge or consolidate with or into a domestic business or nonprofit corporation, limited liability company, partnership, or partnership in commendam.  Any one or more domestic limited liability companies, or businesses or nonprofit corporations, may merge or consolidate with or into a domestic partnership or partnership in commendam.

Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 1995, No. 847, §2, eff. June 27, 1995.

Louisiana Laws - Louisiana State Legislature
      RS 9:3443     

  

§3443.  Agreement of merger or consolidation

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

(1)  The name and state or country of organization of each partnership, partnership in commendam, corporation, or limited liability company 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 entities 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 interests or shares of stock in each partnership, partnership in commendam, corporation, or limited liability company which 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 the new entity, or of any other partnership, partnership in commendam, corporation, limited liability company, 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 or agreement of partnership or partnership in commendam, 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 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 or agreement of partnership or partnership in commendam, articles or certificate of incorporation, or articles of organization, 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, §1, eff. July 7, 1992.

Louisiana Laws - Louisiana State Legislature
      RS 9:3444     

  

§3444.  Approval of merger or consolidation

A.  The agreement required by R.S. 9:3443 shall be authorized and approved in the manner provided by this Section:

(1)  A domestic partnership party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved by all of the partners, unless otherwise provided in the articles or agreement of partnership.

(2)  A domestic partnership in commendam party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved by all general partners and by the limited partners who own more than a majority of the then current percentage or other interest in the profits of the partnership in commendam owned by all of the limited partners, unless otherwise provided in the articles or agreement of limited partnership.

(3)  A domestic corporation party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(4)  A domestic limited liability company party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved in the manner provided in R.S. 12:1359.

(5)  Each constituent entity formed under the laws of a jurisdiction other than this state shall have the proposed agreement of merger or consolidation approved in accordance with the laws of such other jurisdiction.

B.  The fact that the agreement has been authorized and approved in accordance with this Section shall be certified on the agreement on behalf of each constituent entity:

(1)  In the case of any domestic partnership or partnership in commendam, by any general partner.

(2)  In the case of any domestic corporation, in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(3)  In the case of any domestic limited liability company, in the manner provided in R.S. 12:1359.

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

C.  After the agreement is authorized and approved, unless the agreement of merger or consolidation provides otherwise, and at any time before the agreement or certificate of merger or consolidation is filed, as provided for in R.S. 9:3445, 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 the partners of each domestic partnership or partnership in commendam that is a constituent entity, in accordance with its articles or agreement of partnership or partnership in commendam, as the case may be.

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

(3)  By each domestic corporation that is a constituent entity, in the manner provided in Chapter 1 or 2 of Title 12 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.

Acts 1992, No. 780, §1, eff. July 7, 1992.

Louisiana Laws - Louisiana State Legislature
      RS 9:3445     

  

§3445. Certificate of merger or consolidation

            A. After an agreement of merger or consolidation has been authorized, approved, and certified in accordance with R.S. 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 R.S. 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.

Louisiana Laws - Louisiana State Legislature
      RS 9:3446     

  

§3446.  Effects of merger or consolidation

A.  Consummation of a merger or consolidation has the effects provided in this Section:

(1)  The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation.

(2)  The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease.

(3)  The surviving or new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises possessed by each of the constituent entities and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.

(4)  All of the property and assets of whatsoever kind or description of each of the constituent entities, and all debts due on whatever account to any of them, including subscriptions for shares, promises to make capital contributions, and all other choses in action, belonging to any of them, shall be taken and be deemed to be transferred to and vested in the surviving or new entity without further act or deed.

(5)  The title to all immovables and any interest therein vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation.

(6)  The surviving or new entity shall thenceforth be responsible and liable for all liabilities and obligations of each of the constituent entities so merged or consolidated.  Any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving or new entity may be substituted in the action.

(7)  Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation.

(8)  In the case of a merger, 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 amended to the extent provided in the certificate of merger.

(9)  In the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in 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 deemed to be the original 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.

(10)  The interests in a partnership, partnership in commendam, or limited partnership, shares or other interests in a corporation, or membership interests in a limited liability company that is a constituent entity, as the case may be, that are to be converted or exchanged into interests, shares, or other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted.  The former holders thereof shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.

B.  Nothing in this Chapter shall abridge or impair any dissenter's or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity.

Acts 1992, No. 780, §1, eff. July 7, 1992.

Louisiana Laws - Louisiana State Legislature
      RS 9:3447     

  

§3447.  Merger or consolidation with foreign entity

A.  Any one or more domestic partnerships or partnerships in commendam may merge or consolidate with or into a foreign partnership, limited partnership, limited liability company, or corporation, and any one or more foreign partnerships, limited partnerships, limited liability companies, or corporations may merge or consolidate with or into a domestic partnership or partnership in commendam, 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 R.S. 9:3445 if it is the surviving entity or the new entity.

(3)  Each domestic partnership and partnership in commendam complies with the applicable provisions of R.S. 9:3443 and 3444, and if it is the surviving entity or the new entity complies with R.S. 9:3445.

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 R.S. 9:3446, 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 R.S. 9:3446 except insofar as the laws of such other jurisdiction provide otherwise.

Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 1995, No. 847, §2, eff. June 27, 1995.