§1362. Merger or consolidation with foreign entity

A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more foreign limited liability companies, foreign corporations, foreign partnerships, or foreign limited partnerships may merge or consolidate with or into a domestic limited liability company, if:

(1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.

(2) The foreign constituent entity complies with R.S. 12:1360 if it is the surviving entity or the new entity.

(3) Each domestic limited liability company complies with the applicable provisions of R.S. 12:1358 and 1359 and, if it is the surviving entity or the new entity, with R.S. 12:1360.

B. If the surviving entity or new entity is to be governed by the laws of any state other than this state or of a foreign country, then upon the effectiveness of a merger or consolidation the surviving entity or new entity shall be subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.

C. The effect of such merger or consolidation shall be as provided in R.S. 12:1361, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in R.S. 12:1361, except insofar as the laws of such other jurisdiction provide otherwise.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.