RS 12:114 When merger or consolidation effective - Louisiana Statutes

§114.  When merger or consolidation effective

A.  A merger shall be effective when the agreement or certificate in lieu thereof, or the certificate referred to in R.S. 12:112(G), has been recorded by the secretary of state and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the secretary of state, except that:

(1)  If the agreement or certificate was filed within five days, exclusive of legal holidays, after acknowledgement thereof, the merger shall be effective as of the time of such acknowledgement, and

(2)  The merger may be made effective as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.

B.  A consolidation shall be effective when the agreement, or certificate in lieu thereof, and the articles and initial report have been recorded in the office of the secretary of state and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate and articles with the secretary of state, except that:

(1)  If the agreement or certificate were filed within five days, exclusive of legal holidays, after acknowledgement thereof, the consolidation shall be effective as of the time of such acknowledgement, and

(2)  The consolidation may be made effective as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.

C.  If any instrument filed in accordance with Subsection A or B of this Section provides for a future effective time and if the transaction is terminated or its terms are amended to change the future effective time prior to the future effective time, the instrument shall be terminated or amended by the filing, prior to the future effective time set forth in such instrument, of a certificate of termination or amendment of the original instrument, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1997, No. 914, §1.