Terms Used In Louisiana Revised Statutes 12:1361

  • Appraisal: A determination of property value.
  • Articles of organization: means documents filed under La. See 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 La. See Louisiana Revised Statutes 12:1301
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • interest: means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management. See Louisiana Revised Statutes 12:1301
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited partnership: means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in La. 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 La. See Louisiana Revised Statutes 12:1301
  • Partnership: means a partnership formed under the laws of this state or a foreign partnership as defined in La. See 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.
  • Surviving entity: means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in La. See Louisiana Revised Statutes 12:1301

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 entity or the new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises of each constituent entity 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 property, movable, immovable, and mixed, and all debts due on whatever account, including promises to make capital contributions, subscriptions for shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity or the 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 entity or the 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 entity or the 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 articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, 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 articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the new entity shall be deemed to be the original articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership of the new entity.  

(10)  The membership interests in a limited liability company, shares or other interests in a corporation, or interests in a partnership, limited partnership, or partnership in commendam that is a constituent entity, as the case may be, which are to be converted or exchanged into interests, shares, 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, shareholders, or other holders of an interest in any constituent entity.  

Acts 1992, No. 780, §2, eff. July 7, 1992.  

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