RS 1360 - Certificate of merger or consolidation
A. After an agreement of merger or consolidation is authorized, approved, and certified as provided in R.S. 12:1359, the surviving entity or new entity shall file the agreement with the secretary of state or, in lieu thereof, may file a certificate of merger or consolidation duly executed, setting forth the following:
(1) The name and state or country of organization of each constituent entity.
(2) The effective date, and time if desired, of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation.
(3) The name of the surviving entity or new entity.
(4) A statement that the agreement of merger was duly authorized and approved by each constituent entity in accordance with R.S. 12:1359.
(5) In the case of a merger, such amendments to the articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity as are desired to be effected by the merger. If no such amendments are desired, a statement that the articles of organization, certificate or articles 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 its articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be.
(6) In the case of a consolidation, that the articles of organization, certificate or articles 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 as set forth in an attachment to the certificate.
(7) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new entity, stating the address thereof.
(8) That a copy of the agreement of merger or consolidation will be furnished by the new or surviving entity, on request and without cost, to any member, shareholder, or partner, as the case may be, of any constituent entity.
B.(1) The secretary of state may prescribe and furnish forms for filing the agreement and certificate of merger.
(2) The secretary of state, after all taxes, fees, and charges have been paid as required by law, shall record the agreement, or certificate in lieu thereof, in his office, endorse thereon the date and, if requested the hour of filing thereof with him, and issue a certificate of merger or consolidation, which shall recite the names of all of the merging and consolidating constituent entities, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or new entity, the name of the state or country under the laws of which the new entity is formed, the date, and, if endorsed on the agreement or certificate, the hour of filing of the agreement or certificate with him, and the effective date, and time, of the merger or consolidation, if stated in the agreement or certificate.
(3) The agreement or certificate may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. A duplicate original of the certificate of merger or consolidation issued by the secretary of state shall, within thirty days after issuance of the certificate, be filed for record in the conveyance records of each parish in this state in which any of the constituent entities has immovable property, title to which will be transferred as a result of the merger or consolidation.
C. A merger or consolidation shall be effective when the agreement or certificate of merger or consolidation has been recorded by the secretary of state and when the requirements for effectiveness of the laws under which any constituent entity was formed have been met, as of the time of filing of the agreement or certificate with the secretary of state. However, if the certificate was filed within five days, exclusive of legal holidays, after acknowledgment thereof, the merger or consolidation shall be effective as of the time of such acknowledgment, and the merger or consolidation may be made effective as of any later effective date, and time if desired, not later than thirty days after the date of such filing, stated in the agreement or certificate of merger or consolidation.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2019, No. 19, §2, eff. May 28, 2019.