Louisiana Corporation Merger Agreement and Approval Packet
LOUISIANA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two Louisiana domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or eligible-entity parties, subsidiary shortcuts, regulated entities, public-company structures, insolvency, and contested control.
1. Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], charter no. [________] |
| Merger Sub | [Exact legal name], charter no. [________] |
| Consideration | ☐ cash ☐ shares ☐ other property/securities ☐ mixed |
| Classes / series | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — Attachment A |
| Immovable property by parish | [________________________________] |
| Effective time | [__/__/____] / [________________] |
☐ Complete governing-document, capitalization, contract, consent, lien, permit, employee, tax, litigation, property, insurance, data, and qualification diligence.
2. Transaction Agreement
This Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Schedules state consideration, conversion, representations, covenants, conditions, termination, remedies, and closing deliveries. Contractual approval cannot substitute for the Business Corporation Act.
3. Exhibit A — Plan of Merger
La. R.S. 12:1-1102 requires each party and the survivor, terms and conditions, conversion mechanics, survivor organic documents or amendments, and other governing-law terms.
| Corporation / class | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [________] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [________] | [____] | [________________________________] | [________________________________] |
Survivor articles: ☐ unchanged ☐ amended exactly as Attachment A.
Amendment / abandonment limits and effective time: [________________________________]
4. Approval Record
Each board adopts the Plan and generally recommends it. Meeting notice goes to every shareholder, states the merger purpose, and includes the Plan or summary plus relevant survivor organic documents. Unless the articles or board require more, approval requires at least a majority of votes entitled to be cast by the general group and each required separate group.
| Corporation / group | Entitled votes | Required | For / against / abstain |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] |
| Target / separate group | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] |
The survivor no-vote exception requires survival, only permitted article changes, the same number of continuing shares with identical preferences, limitations, and relative rights, and an issuance that does not require a shareholder vote under La. R.S. 12:1-621(F). Under that section, a vote is required when the issuance is for consideration other than cash or cash equivalents and the issued or issuable shares would exceed 20% of the corporation's pretransaction voting power. Check the full § 12:1-621(F) calculation for convertible securities, rights, and integrated transactions before treating survivor shareholder approval as unnecessary.
5. Appraisal Workflow
Classify each holder under La. R.S. 12:1-1302. Rights and exclusions can turn on voting entitlement, continuing shares, market status, consideration, interested transactions, and valid preferred-share limitations.
☐ Deliver every required rights statement and statutory material; calendar intent, no-favorable-vote, demand, payment, supplemental-demand, and court steps separately.
6. Articles and Parish Recordings
Articles under La. R.S. 12:1-1106 state party and survivor names, survivor-article terms, approval or no-vote facts, foreign/eligible-entity authorization if applicable, effective time, and signatures. The survivor delivers them to the Secretary of State.
If any party owns Louisiana immovable property, file a duplicate original or certified copy in the conveyance records of each affected parish within 30 days after the articles take effect.
7. Closing and Signatures
☐ Confirm accepted articles, effective time, parish recordings, consideration, appraisal notices, contracts, permits, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books.
[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]
[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]
Sources and References
About this template
- Last updated
- October 22, 2026
- Citations checked
- November 2, 2026
- Jurisdiction
- Louisiana
- Category
- Corporate & Business
Legal authority
- La. R.S. 12:1-1102 (plan)
- La. R.S. 12:1-1104 (approval)
- La. R.S. 12:1-1106 (articles)
- La. R.S. 12:1-621(F) (share-issuance vote relevant to survivor no-vote exception)
- La. R.S. 12:1-1302 (appraisal eligibility)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on November 2, 2026.
La. R.S. 12:1-1102(C) (checked November 2, 2026): "The plan of merger must include all of the following: (1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger."
La. R.S. 12:1-1104(5) (checked November 2, 2026): "approval of the plan of merger or share exchange requires the approval of at least a majority of the votes entitled to be cast on the plan"
La. R.S. 12:1-1104(8)(d) (checked November 2, 2026): "The issuance in the merger or share exchange of shares or other securities convertible into or rights exercisable for shares does not require a vote under R.S. 12:1-621(F)."
La. R.S. 12:1-621(F)(1)(a) (checked November 2, 2026): "The shares, other securities, or rights are issued for consideration other than cash or cash equivalents."
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