This text of Louisiana § 12:311 (Merger, consolidation, or dissolution) is published on Counsel Stack Legal Research, covering Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§311. Merger, consolidation, or dissolution
A. Whenever a foreign corporation authorized to transact business in this state shall
hereafter be merged into another foreign corporation, or shall hereafter be a party to a
statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the
secretary of state a certificate from the secretary of state or an authorized official of the
jurisdiction of its incorporation or a certified copy of the document in the case that the
authorized official of the jurisdiction of incorporation does not provide such certificate
evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:
(1)Effect withdrawal of the corporation from this state, nor
(2)Enlarge or alter the nature of the business which
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§311. Merger, consolidation, or dissolution
A. Whenever a foreign corporation authorized to transact business in this state shall
hereafter be merged into another foreign corporation, or shall hereafter be a party to a
statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the
secretary of state a certificate from the secretary of state or an authorized official of the
jurisdiction of its incorporation or a certified copy of the document in the case that the
authorized official of the jurisdiction of incorporation does not provide such certificate
evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:
(1) Effect withdrawal of the corporation from this state, nor
(2) Enlarge or alter the nature of the business which the corporation is authorized to
transact in this state, if the nature of such business is limited by its certificate of authority,
nor
(3) Authorize the corporation to transact business in this state prohibited by law or
under any other name than the name set forth in its certificate of authority.
B. The secretary of state, after all fees, charges, and taxes have been paid as required
by law, shall record the certificate in his office, endorse thereon the date and, if requested,
the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a
certificate of merger or consolidation containing the information prescribed in R.S.
12:112(F). A duplicate original of the certificate of merger or consolidation, or of the
certificate of dissolution, issued by the secretary of state, shall, within thirty days after
issuance of the certificate of merger or consolidation by, or the filing of the certificate of
dissolution with, the secretary of state, be filed for record in the conveyance records of each
parish in this state in which the corporation, or any of the other corporate parties to the
merger or consolidation, has immovable property.