La. R.S. § 12:246 Effect of Merger Or Consolidation

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:246

Upon the effectiveness of the merger or consolidation, the effect thereof shall be that:

A. The several parties to the joint agreement shall be one nonprofit, business or foreign corporation, which shall be

(1) In the case of merger, that one of the constituent nonprofit, business or foreign corporations into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose, or

(2) In the case of consolidation, the new nonprofit, business or foreign corporation into which it has been agreed that the others shall be consolidated.

B. The separate existence of the constituent nonprofit, business and foreign corporations shall cease, except that of the surviving nonprofit, business or foreign corporation in the case of merger.

C. The surviving or new nonprofit, business or foreign corporation shall possess all the rights, privileges and franchises possessed by each of the former nonprofit, business and foreign corporations so merged or consolidated, except that a surviving or new nonprofit corporation shall not thereby acquire authority to engage in any business or exercise any right, or to engage in or to exercise any function or object for which a corporation may not be formed under this Chapter.

D. All of the property and assets of whatsoever kind or description of each of the constituent nonprofit, business or foreign corporations, all donations and grants in trust or otherwise to them, and all debts due on whatever account to any of them, including subscriptions for shares and 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 nonprofit, business or foreign corporation without further act or deed.