Louisiana Revised Statutes 9:3443 – Agreement of merger or consolidation
Terms Used In Louisiana Revised Statutes 9:3443
- Constituent entity: means each entity that is a party to a merger or consolidation under this Chapter. See Louisiana Revised Statutes 9:3441
- 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.
- New entity: means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in this Chapter. See Louisiana Revised Statutes 9:3441
- 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 this Chapter. See Louisiana Revised Statutes 9:3441
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.