La. R.S. § 12:1-1102 Merger

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-1102

A. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more eligible entities or foreign business corporations may merge into a new domestic business corporation to be created in the merger in the manner provided in this Part.

B. A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law governing the foreign business corporation or foreign eligible entity, and only if the requirements of that law concerning the merger have been satisfied. A domestic eligible entity must approve the merger in accordance with the organic law applicable to it.

C. The plan of merger must include all of the following:

(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger.

(2) The terms and conditions of the merger.

(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares other securities or eligible interests, or into cash, other property, or any combination of the foregoing.

(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents.

(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.