§ 9:3445 — Certificate of merger or consolidation

§3445. Certificate of merger or consolidation
A. After an agreement of merger or consolidation has been authorized, approved, and
certified in accordance with R.S. 9:3444, the surviving or new entity shall file the agreement
with the secretary of state or, in lieu thereof, the surviving or new entity shall file a certificate
of merger or consolidation, duly executed, setting forth:
(1) The name and state or country of organization of each of the constituent entities.
(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) That an agreement of merger or consolidation has been authorized and approved
by each of the constituent entities in accordance with R.S. 9:3444.
(4) The name of the surviving or new entity.
(5) In the case of a merger, such amendments or changes to the certificate, articles
or agreement of partnership, partnership in commendam, or limited partnership, articles or
certificate of incorporation, or articles of organization, as the case may be, of the surviving
entity, as are desired to be effected by the merger, or, if no such amendments or changes are
desired, a statement that the certificate, articles or agreement of partnership, partnership in
commendam, or limited partnership, articles or certificate of incorporation, or articles of
organization, as the case may be, of the surviving entity, shall be its certificate, articles or
agreement of partnership, partnership in commendam, or limited partnership, articles or
certificate of incorporation, or articles of organization, as the case may be.
(6) In the case of a consolidation, that the certificate, articles or agreement of
partnership, partnership in commendam, or limited partnership, articles or certificate of
incorporation, or articles of organization, 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
surviving or new entity, on request and without cost, to any partner, shareholder, or member
of any entity that is a party to the merger or consolidation.
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 agreement or 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.

Legislative History

Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 1993, No. 475, §3, eff. June 9, 1993; Acts 2019, No. 19, §1, eff. May 28, 2019.