Louisiana § RS 12:1-1105 - Merger between parent and subsidiary or between subsidiaries
Full text of Louisiana Louisiana Civil Code § RS 12:1-1105 — Merger between parent and subsidiary or between subsidiaries, with citation guidance and answers to common questions.
§ RS 12:1-1105. Merger between parent and subsidiary or between subsidiaries
A. Unless the articles of incorporation of any of the corporations otherwise provide, or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized, a domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may do either of the following:
(1) Merge the subsidiary into itself or into another such subsidiary without the approval of the shareholders of the parent corporation or board of directors or shareholders of the subsidiary.
(2) Merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary.
B. If under Subsection A of this Section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
C. As a result of a merger pursuant to this Section, the articles of incorporation of the parent corporation may be amended only as provided in R.S. 12:1-1005.
D. Except as provided in Subsections A, B, and C of this Section, a merger between a parent and a subsidiary shall be governed by the provisions of this Part applicable to mergers generally.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
Source: official Louisiana text · Last verified 2026-08-27
Frequently Asked Questions About Louisiana § RS 12:1-1105
What does Louisiana Civil Code § RS 12:1-1105 cover?
Section RS 12:1-1105 ("Merger between parent and subsidiary or between subsidiaries") is part of the Louisiana Civil Code, the codified statutory law of Louisiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Louisiana § RS 12:1-1105?
A common citation format is "Louisiana Civil Code § RS 12:1-1105" (Louisiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Louisiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Louisiana official source linked on this page or consult a licensed Louisiana attorney.
How does Louisiana § RS 12:1-1105 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Louisiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Louisiana.