Louisiana Revised Statutes 12:244 – Consolidation; articles of incorporation
Terms Used In Louisiana Revised Statutes 12:244
- Articles: means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only. See Louisiana Revised Statutes 12:201
- 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.
A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in La. Rev. Stat. 12:203, except that:
(1) The nonprofit, business and foreign corporations consolidating shall be named as the incorporators of the new corporation;
(2) The articles shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;
(3) The articles shall also state the manner of converting the shares or memberships of each of the consolidating nonprofit, business and foreign corporations into shares, memberships or obligations of the new corporation.
B. The articles shall be filed and recorded, and a certificate of incorporation issued, as provided in La. Rev. Stat. 12:205.
Acts 1968, No. 105, §1.