La. Rev. Stat. § 12:248 — LA Code / Code revised-statutes / Title 12 / Section 248
Rights of a shareholder dissenting from certain corporate actions
Status: in_force

A. Except as provided in Subsection B of this Section, if a corporation having only shareholding members has, by vote of its shareholders, authorized a sale, lease, or exchange of all of its assets, or has, in accordance with the provisions of R.S. 12:243, become a party to a merger or consolidation, then, unless such authorization or action shall have been given or approved by at least two-thirds of the total voting power, a shareholder who voted against such corporate action shall have the right to dissent. If a corporation has become a party to a merger pursuant to R.S. 12:243(7), the shareholders of any subsidiary corporations party to the merger shall have the right to dissent without regard to the proportion of the voting power which approved the merger.

B. The right to dissent provided by this Section shall not exist in the case of:

(1) Shareholders of a parent merged with one or more subsidiaries pursuant to R.S. 12:243(7).

(2) A sale pursuant to an order of a court having jurisdiction in the premises.

(3) A sale for cash on terms requiring distribution of all or substantially all of the net proceeds to the shareholders in accordance with their respective interests within one year after the date of the sale.

C. Except as provided in the last sentence of this Subsection, any shareholder electing to exercise such right of dissent shall file with the corporation, prior to, or at, the meeting of shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action and shall vote his shares against such action. If such proposed corporate action be taken by the required vote, but by less than two-thirds of the total voting power, and the merger, consolidation, or sale, lease, or exchange of assets authorized thereby be effected, the corporation shall promptly thereafter give written notice thereof, by registered mail, to each shareholder who filed such written objection to, and voted his shares against, such action, at such shareholder's last address on the corporation's records. Each such shareholder may, within twenty days after the mailing of such notice to him, but not thereafter, file with the corporation a demand in writing for the fair cash value of his shares as of the day before such vote was taken; provided that he state in such demand the value demanded, and a post office address to which the reply of the corporation may be sent, and at the same time deposit in escrow in a chartered bank or trust company located in the parish of the registered office of the corporation, the certificates representing his shares, duly endorsed and transferred to the corporation upon the sole condition that said certificates shall be delivered to the corporation upon payment of the value of the shares determined in accordance with the provisions of this Section. With his demand, the shareholder shall deliver to the corporation the written acknowledgment of such bank or trust company that it so holds his certificates of stock. Unless the objection, demand, and acknowledgment aforesaid be made and delivered by the shareholder within the period above limited, he shall conclusively be presumed to have acquiesced in the corporate action proposed or taken. In the case of a merger pursuant to R.S. 12:243(7), the dissenting shareholder need not file an objection with the corporation nor vote against the merger, but need only file with the corporation, within twenty days after a copy of the merger certificate was mailed to him, a demand in writing for the cash value of his shares as of the day before the certificate was filed with the secretary of state, state in such demand the value demanded and a post office address to which the corporation's reply may be sent, deposit the certificates representing his shares in escrow as hereinabove provided, and deliver to the corporation with his demand the acknowledgment of the escrow bank or trust company as hereinabove prescribed.

D. If the corporation does not agree to the value so stated and demanded, or does not agree that a payment is due, it shall, within twenty days after receipt of such demand and acknowledgment, notify in writing the shareholder, at the designated post office address, of its disagreement, and shall state in such notice the value it will agree to pay if any payment should be held to be due; otherwise it shall be liable for, and shall pay to the dissatisfied shareholder, the value demanded by him for his shares.

E. In case of disagreement as to such fair cash value, or as to whether any payment is due, after compliance by the parties with the provisions of Subsections C and D of this Section, the dissatisfied shareholder, within sixty days after receipt of notice in writing of the corporation's disagreement, but not thereafter, may file suit against the corporation, or the merged or consolidated corporation, as the case may be, in the district court of the parish in which the corporation or the merged or consolidated corporation, as the case may be, has its registered office, praying the court to fix and decree the fair cash value of the dissatisfied shareholder's shares as of the day before such corporate action complained of was taken, and the court shall, on such evidence as may be adduced in relation thereto, determine summarily whether any payment is due, and, if so, such cash value, and render judgment accordingly. Any shareholder entitled to file such suit may, within such sixty-day period but not thereafter, intervene as a plaintiff in such suit filed by another shareholder, and recover therein judgment against the corporation for the fair cash value of his shares. No order or decree shall be made by the court staying the proposed corporate action, and any such corporate action may be carried to completion notwithstanding any such suit. Failure of the shareholder to bring suit, or to intervene in such a suit, within sixty days after receipt of notice of disagreement by the corporation shall conclusively bind the shareholder (1) by the corporation's statement that no payment is due, or (2) if the corporation does not contend that no payment is due, to accept the value of his shares as fixed by the corporation in its notice of disagreement.

F. When the fair value of the shares has been agreed upon between the shareholder and the corporation, or when the corporation has become liable for the value demanded by the shareholder because of failure to give notice of disagreement and of the value it will pay, or when the shareholder has become bound to accept the value the corporation agrees is due because of his failure to bring suit within sixty days after receipt of notice of the corporation's disagreement, the action of the shareholder to recover such value must be brought within five years from the date the value was agreed upon, or the liability of the corporation became fixed.

G. If the corporation or the merged or consolidated corporation, as the case may be, shall, in its notice of disagreement, have offered to pay to the dissatisfied shareholder on demand an amount in cash deemed by it to be the fair cash value of his shares, and if, on the institution of a suit by the dissatisfied shareholder claiming an amount in excess of the amount so offered, the corporation, or the merged or consolidated corporation, as the case may be, shall deposit in the registry of the court, there to remain until the final determination of the cause, the amount so offered, then, if the amount finally awarded such shareholder, exclusive of interest and costs, be more than the amount offered and deposited as aforesaid, the costs of the proceeding shall be taxed against the corporation, or the merged or consolidated corporation, as the case may be; otherwise the costs of the proceeding shall be taxed against such shareholders.

H. Upon filing a demand for the value of his shares, the shareholder shall cease to have any of the rights of a shareholder except the rights accorded by this Section. Such a demand may be withdrawn by the shareholder at any time before the corporation gives notice of disagreement, as provided in Subsection D of this Section. After such notice of disagreement is given, withdrawal of a notice of election shall require the written consent of the corporation. If a notice of election is withdrawn, or the proposed corporate action is abandoned or rescinded, or a court shall determine that the shareholder is not entitled to receive payment for his shares, or the shareholder shall otherwise lose his dissenter's rights, he shall not have the right to receive payment for his shares, his share certificates shall be returned to him (and, on his request, new certificates shall be issued to him in exchange for the old ones endorsed to the corporation), and he shall be reinstated to all his rights as a shareholder as of the filing of his demand for value, including any intervening preemptive rights, and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the corporation, the fair value thereof in cash as determined by the board as of the time of such expiration or completion, but without prejudice otherwise to any corporate proceedings that may have been taken in the interim.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-901 — LA Code / Code revised-statutes / Title 12 / Section 1-901
Excluded transactions
Status: in_force

A. This Part may not be used to effect a transaction that causes an eligible entity or domestic or foreign corporation to hold any right, privilege, license, or franchise under the laws of this state that it is ineligible to hold.

B. Property received through a conditional donation, grant, or devise, or held in trust or for charitable purposes pursuant to the laws of this state by a party to a transaction under this Part shall not be diverted by that transaction from the objects for which it was donated, granted, or devised, except to the extent authorized by a court judgment based upon principles of cy pres or approximation.

C. A person who is a member, interest holder, or an affiliate of an eligible entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a transaction under this Part to which the eligible entity is a party unless the person is itself an eligible entity with a charitable purpose. This Subsection does not apply to the receipt of reasonable compensation for services rendered.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1704 — LA Code / Code revised-statutes / Title 12 / Section 1704
Judicial review; removal of officers, members, managers, and partners
Status: in_force

A. Should any officer, member, manager, or partner of any corporation, limited liability company, or partnership have his name removed from any document or record filed with the secretary of state in violation of state law or in contravention of any document of creation, organization, or management of such business entity, the aggrieved party may file suit against the party who caused the aggrieved party's name to be removed from such document or record.

B. Such suit shall be filed in the district court of the parish where the business entity is domiciled.

C. The secretary of state shall be made a party to the suit.

D. The court shall conduct a hearing within ten days after service of process of the suit on all parties.

E. Should the court find that the name of the aggrieved party was improperly or fraudulently removed from the documents and records of the secretary of state, the court shall order the secretary of state to restore the name of the aggrieved party in all appropriate documents and records of the secretary of state.

F. Nothing in this Section shall be construed to supersede or conflict with the provisions of R.S. 12:208.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:971 — LA Code / Code revised-statutes / Title 12 / Section 971
Applicability of Louisiana business corporation law
Status: in_force

The corporation shall be subject to all of the provisions of Chapter 1 of this Title, as amended from time to time, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Acts 1984, No. 890, §1, eff. July 20, 1984.
La. Rev. Stat. § 12:1161 — LA Code / Code revised-statutes / Title 12 / Section 1161
Officers and agents
Status: in_force

A. Only voting shareholders, or voting shareholders of another professional veterinary medicine corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.

B. Only natural persons duly licensed to practice veterinary medicine in this state may render medical services on behalf of a professional veterinary medicine corporation.

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1320 — LA Code / Code revised-statutes / Title 12 / Section 1320
Liability to third parties of members and managers
Status: in_force

A. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.

B. Except as otherwise specifically set forth in this Chapter, no member, manager, employee, or agent of a limited liability company is liable in such capacity for a debt, obligation, or liability of the limited liability company.

C. A member, manager, employee, or agent of a limited liability company is not a proper party to a proceeding by or against a limited liability company, except when the object is to enforce such a person's rights against or liability to the limited liability company.

D. Nothing in this Chapter shall be construed as being in derogation of any rights which any person may by law have against a member, manager, employee, or agent of a limited liability company because of any fraud practiced upon him, because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the limited liability company may have against any such person because of any fraud practiced upon it by him.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1-1006 — LA Code / Code revised-statutes / Title 12 / Section 1-1006
Articles of amendment
Status: in_force

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Subpart and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which shall set forth all of the following:

(1) The name of the corporation.

(2) The text of each amendment adopted, or the information required by R.S. 12:1-120(L)(5).

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with R.S. 12:1-120(L)(5).

(4) The date of each amendment's adoption.

(5)(a) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required.

(b) If an amendment required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation.

(c) If an amendment is being filed pursuant to R.S. 12:1-120(L)(5), a statement to that effect.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1431 — LA Code / Code revised-statutes / Title 12 / Section 1-1431
Procedure for judicial dissolution
Status: in_force

A. Venue for a proceeding by the attorney general to dissolve a corporation lies in East Baton Rouge Parish. Venue for a proceeding brought by any other party named in R.S. 12:1-1430(A) lies in the parish where the corporation's principal office or, if none in this state, its registered office is or was last located.

B. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

C. A court in a proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may issue injunctions, appoint a receiver or liquidator with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

D. Within ten days of the commencement of a proceeding to dissolve a corporation under R.S. 12:1-1430(A)(2), the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under R.S. 12:1-1434 and accompanied by a copy of R.S. 12:1-1434.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1322 — LA Code / Code revised-statutes / Title 12 / Section 1322
Liability for contribution
Status: in_force

A. A promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member.

B. Except as provided in a written operating agreement, a member's obligation to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services shall not be discharged if he is unable to perform because of death, disability, or other reason. If a member does not make the required contribution of property or services, he or his personal representative is obligated, at his or his personal representative's option, to either contribute cash equal to that portion of value of the stated contribution which has not been made or forfeit his entire membership interest, or, in the case of a personal representative, forfeit all rights in such membership interest to which he may otherwise be entitled. However, a creditor of a limited liability company who extends credit after a member signs a writing which reflects the obligation and before any such election to forfeit the membership interests is made may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.

C. Unless otherwise provided in a written operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Chapter may be compromised only with the unanimous consent of the members. Notwithstanding such a compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation, after a member signs a writing which reflects the obligation and before the amendment or compromise, may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1301 — LA Code / Code revised-statutes / Title 12 / Section 1301
Definitions
Status: in_force

A. As used in this Chapter, unless the context otherwise requires:

(1) "Articles of organization" means documents filed under R.S. 12:1304 for the purpose of forming a limited liability company and those documents as amended or restated.

(2) "Business" means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit.

(3) "Capital contribution" means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

(4) "Constituent entity" means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to R.S. 12:1358.

(5) "Corporation" means a corporation formed under the laws of this state or a foreign corporation as defined in this Section.

(6) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

(7) "Foreign limited liability company" means a limited liability company formed under the laws of any state other than this state.

(8) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

(9) "Foreign partnership" means a partnership formed under the laws of any state other than this state, or under the laws of any foreign country.

(10) "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. No limited liability company organized under this Chapter shall be deemed, described as, or referred to as an incorporated entity, corporation, body corporate, body politic, joint stock company, or joint stock association.

(11) "Limited partnership" means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in this Section.

(11.1) "Low-profit limited liability company" or "L3C" means a limited liability company organized for the purposes set forth in R.S. 12:1302(C).

(12) "Manager" or "managers" means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization.

(13) "Member" means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter.

(14) "Membership interest" or "interest" means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.

(15) "New entity" means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in R.S. 12:1360.

(16) "Operating agreement" means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business.

(17) "Partnership" means a partnership formed under the laws of this state or a foreign partnership as defined in this Section.

(18) "Person" means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association.

(19) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(20) "Surviving entity" means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in R.S. 12:1360.

B. Paragraphs (A)(2), (10), and (16) of this Section shall apply to all limited liability companies regardless of date of organization.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 2010, No. 417, §1; Acts 2014, No. 261, §1.
La. Rev. Stat. § 12:1202 — LA Code / Code revised-statutes / Title 12 / Section 1202
Dissolution
Status: in_force

A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional occupational therapy corporation.

B. In the event of the death of a shareholder of a professional occupational therapy corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1-141 — LA Code / Code revised-statutes / Title 12 / Section 1-141
Notices and other communications
Status: in_force

A. Except as provided in R.S. 12:1-303, notice under this Chapter must be in writing. Unless otherwise agreed between the sender and the recipient, a notice or other communication under this Chapter must be in English.

B. A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this Section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published.

C. Notice or other communication to a domestic or foreign corporation authorized to transact business in this state may be delivered to its registered agent or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

D. Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by Subsection J of this Section.

E. Any consent under Subsection D of this Section may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if both of the following conditions are met:

(1) The corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent.

(2) The inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice or other communications; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

F. Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when all of the following occur:

(1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission.

(2) It is in a form capable of being processed by that system.

G. Receipt of an electronic acknowledgment from an information processing system described in Paragraph (F)(1) of this Section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

H. An electronic transmission is received under this Section even if no individual is aware of its receipt.

I. Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) If in physical form, the earliest of when it is actually received, or when it is left at a place apparently designated for the receipt of mail or other similar communication at the relevant one of the following:

(a) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under R.S. 12:1-1601(C).

(b) A director's residence or usual place of business.

(c) The corporation's principal place of business.

(2) If mailed postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail.

(3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of the following:

(a) The date when actually received.

(b) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee.

(c) Five days after it is deposited in the United States mail.

(4) If an electronic transmission, when it is received as provided in Subsection F of this Section.

J. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if all of the following requirements are met:

(1) The electronic transmission is otherwise retrievable in perceivable form.

(2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.

K. If this Chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this Section or other provisions of this Chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1056 — LA Code / Code revised-statutes / Title 12 / Section 1056
Certificate of stock
Status: in_force

A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice chiropractic in the state of Louisiana, the shares represented by this certificate are not entitled to be voted on matters directly related to the practice of chiropractic and the holder is not entitled to participate in the rendition of chiropractic services by the corporation."

B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:1059.

C. There shall be no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:951 — LA Code / Code revised-statutes / Title 12 / Section 951
Terms defined
Status: in_force

As used in this Chapter, the following words and phrases, unless differently defined or described, shall have the meanings and references as follows:

(1) "Corporation" means a Louisiana industrial development corporation created under this Chapter.

(2) "Financial institution" means any banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds.

(3) "Member" means any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this Chapter, upon its call, and in accordance with the provisions of this Chapter.

(4) "Board of directors" means the board of directors of the corporation created under this Chapter.

(5) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provisions of this Chapter.

Acts 1969, No. 49, §1.
La. Rev. Stat. § 12:269 — LA Code / Code revised-statutes / Title 12 / Section 269
Short title
Status: in_force

This Chapter shall be known, and reference may be made thereto, as the "Nonprofit Corporation Law".

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:254 — LA Code / Code revised-statutes / Title 12 / Section 254
Dissolution proceedings under judicial supervision; procedure; powers of liquidator
Status: in_force

A. Dissolution under supervision by the court is a summary proceeding.

B. Each judicial liquidator confirmed or appointed as provided in R.S. 12:250(E), 250(F) or 251(E), after giving such bond as the court may require for the faithful performance of his duties, shall proceed with the liquidation of the affairs of the corporation under the supervision of the court.

C. A judicial liquidator in dissolution proceedings shall have full authority to retain counsel and auditors, and to prosecute and defend actions; shall have authority to compromise, compound and settle claims by or against the corporation upon such terms as he deems best, subject to supervision by the court; and shall have such other powers as the court may in its discretion grant, which, without limiting the scope of the court's discretion, may include any or all powers enumerated in R.S. 12:253(C). A judicial liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.

D. The court may enter such injunctive and other orders, ex parte or on such notice as the court may prescribe, as it may deem appropriate, except that the court shall not order or permit the making of an inventory of the corporation's assets by a notary public.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1016 — LA Code / Code revised-statutes / Title 12 / Section 1016
Certificate of stock
Status: in_force

A. Each certificate of stock shall contain the corporation's full name.

B. Each certificate of stock shall contain reference to any and all agreements among the corporation's voting shareholders made pursuant to R.S. 12:1019.

C. There shall be no provision for compulsory offer of shares for purchases by or sale to the corporation, and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.

Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
La. Rev. Stat. § 12:504 — LA Code / Code revised-statutes / Title 12 / Section 504
Immovable and movable property; unincorporated association as legatee or beneficiary
Status: in_force

A. An unincorporated association is a legal entity separate from its members for the purposes of acquiring, holding, encumbering, donating and otherwise transferring immovable and movable property.

B. An unincorporated association in its name may acquire, hold, mortgage, hypothecate, encumber, donate, or otherwise transfer its interest in immovable or movable property.

C. An unincorporated association may be a beneficiary of a trust and has the capacity to receive donations inter vivos and mortis causa.

Renumbered from R.S.1950, §12:404 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.

NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
La. Rev. Stat. § 12:1093 — LA Code / Code revised-statutes / Title 12 / Section 1093
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional architectural corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in the interest of the shareholders present or represented at a meeting duly called and held on due notice or waiver thereof in writing, at which a quorum is present or represented.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:703 — LA Code / Code revised-statutes / Title 12 / Section 703
Rate of interest paid by corporations
Status: in_force

Notwithstanding any other provisions of the law of this state to the contrary, any debtor that is a domestic corporation, a foreign corporation, a partnership in commendam formed pursuant to the laws of this state, a foreign limited partnership, or a partnership all of the partners of which are either corporations, foreign limited partnerships, partnerships in commendam or partnerships comprised of corporations, foreign limited partnerships or partnerships in commendam, may agree to pay interest in excess of the maximum rate of conventional interest authorized by the laws of this state, whether in connection with unsecured or secured indebtedness and whether the secured indebtedness is secured, in whole or in part, directly or indirectly, by a real estate mortgage or chattel mortgage on property in this state or is otherwise secured, and as to any such agreement such debtor corporation or partnership shall be prohibited from asserting a claim or defense of usury or of the taking of interest in excess of the maximum rate of conventional interest, and any person, partnership or corporation whatsoever signing as co-maker, guarantor or endorser for such debtor corporation or partnership shall also be prohibited from asserting any such claim or defense. The term foreign limited partnership as used hereinabove shall mean any partnership domiciled in a state of the United States other than Louisiana or the District of Columbia which shall have been formed and is existing pursuant to the limited partnership law or Uniform Limited Partnership Law of any such state, and such partnership need not qualify as a partnership in commendam under the laws of this state.

Added by Acts 1965, No. 15, §1. Renumbered from R.S. 1950, §12:603 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1969, No. 31, §1; Acts 1970, No. 437, §1; Acts 1977, No. 210, §1.
La. Rev. Stat. § 12:1191 — LA Code / Code revised-statutes / Title 12 / Section 1191
Professional corporations
Status: in_force

One or more natural persons, of full age and duly licensed to practice occupational therapy in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing occupational therapy. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:228 — LA Code / Code revised-statutes / Title 12 / Section 228
Interested directors; quorum
Status: in_force

A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other nonprofit, business or foreign corporation, partnership, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the common or interested director or officer was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if:

(1) The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

(2) The material facts as to his interest and as to the contract or transaction were disclosed or known to the members entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the members; or

(3) The contract or transaction was fair as to the corporation as of the time it was authorized, approved or ratified by the board of directors, committee, or members.

B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:481 — LA Code / Code revised-statutes / Title 12 / Section 481
Application of Part
Status: in_force

This Part applies to all churches, congregations, parishes, committees and other religious organizations governed by jurisdictions, archdioceses and dioceses of any Orthodox Patriarchate, Synod or national church of the Orthodox Church, recognized by the apostolic historic Orthodox Patriarchates of Constantinople, Antioch, and Yugoslavia and in general to all churches, congregations, parishes, committees and other religious organizations founded or established with the intent and for the purpose of adhering to and maintaining the apostolic and historic communion, doctrine, discipline, canon law, tradition, worship and unity of the Orthodox Church.

Acts 1954, No. 226, §1. Renumbered from R.S.1950, §12:391 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1134 — LA Code / Code revised-statutes / Title 12 / Section 1134
Shares
Status: in_force

A. There shall be only one class of shares of a professional psychology corporation, denominated common shares, which shall be either with or without par value.

B. Either a shareholder who is a natural person duly licensed to practice psychology in this state, and who holds his shares in his own right, or another professional psychology corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to psychological services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1142.

C. R.S. 12:33 shall not apply to professional psychology corporations.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:515 — LA Code / Code revised-statutes / Title 12 / Section 515
Continuation of purpose
Status: in_force

When any money or other property has been donated or contributed for certain purposes to an unincorporated association, the dissolution of the association originally administering the contributions or donations shall not cause them to fail or their purposes be defeated as long as there is in this state an unincorporated association or nonprofit corporation pursuing broadly similar purposes or a government or governmental subdivision, agency, or instrumentality capable of administering the funds or property for purposes germane to the purposes for which they were given.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1-1419 — LA Code / Code revised-statutes / Title 12 / Section 1-1419
:1-1419 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1831 — LA Code / Code revised-statutes / Title 12 / Section 1831
Annual benefit report
Status: in_force

A. A benefit corporation shall prepare an annual benefit report including all of the following:

(1) A narrative description of all of the following:

(a) The ways in which the benefit corporation pursued a general public benefit during the year and the extent to which the general public benefit was created.

(b) The ways in which the benefit corporation pursued a specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created.

(c) Any circumstances that have hindered the creation by the benefit corporation of a general public benefit or specific public benefit.

(d) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.

(2) An assessment of the performance of the benefit corporation in pursuing the creation of general public benefit against a third-party standard which is either applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment shall not be required to be performed, audited, or certified by a third-party standards provider.

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.

(4) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.

(5) The name of each person that owns five percent or more of the outstanding shares of the benefit corporation.

(6) The statement of the benefit director pursuant to R.S. 12:1822(C).

(7) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of five percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of five percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.

B. A benefit corporation shall annually send a benefit report to each shareholder either:

(1) Within one hundred twenty days following the end of the fiscal year of the benefit corporation.

(2) At the same time that the benefit corporation delivers any other annual report to its shareholders.

C. A benefit corporation shall post all of its benefit reports on the public portion of its Internet website, if any. The compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.

D. If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:75 — LA Code / Code revised-statutes / Title 12 / Section 75
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §4, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 62, §3, eff. June 11, 1987; Acts 1988, No. 173, §3, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1348 — LA Code / Code revised-statutes / Title 12 / Section 1348
Amended certificate of authority
Status: in_force

A. A foreign limited liability company authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if thereafter it changes its name or proposes to transact business in this state other than that set forth in its prior application. The provisions in respect to the form and contents of such application, the manner of its execution and filing, and the issuance of an amended certificate of authority and the effect thereof shall be the same as in the case of an original application for a certificate of authority.

B. If a foreign limited liability company changes its name, it shall include, with its application for an amended certificate of authority, a certificate or a certified copy of the amendment in the case that the authorized official of the jurisdiction of organization does not provide such certificate evidencing such change issued by the authorized official of the jurisdiction of organization of such limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:804 — LA Code / Code revised-statutes / Title 12 / Section 804
Corporate authority
Status: in_force

A professional law corporation shall engage in no business other than the practice of law, but may hold property for investment or in connection with its legal practice. A professional law corporation may hold a title insurance agency license and serve as a title insurance agent in accordance with Title 22 of the Louisiana Revised Statutes of 1950.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:904 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1997, No. 610, §1.
La. Rev. Stat. § 12:266 — LA Code / Code revised-statutes / Title 12 / Section 266
Scope of Chapter
Status: in_force

This Chapter does not apply to:

(1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration;

(2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3;

(3) Any corporation transacting any type of insurance business; or

(4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:23 — LA Code / Code revised-statutes / Title 12 / Section 23
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts No. 1968, No. 105, §1. Amended by Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 296, §§1, 2; Acts 1997, No. 362, §1; Acts 1999, No. 342, §5; Acts 1999, No. 860, §2, eff. July 2, 1999; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2008, No. 913, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-731 — LA Code / Code revised-statutes / Title 12 / Section 1-731
Voting agreements
Status: in_force

A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this Section is not subject to the provisions of R.S. 12:1-730.

B. A voting agreement created under this Section is specifically enforceable.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:242 — LA Code / Code revised-statutes / Title 12 / Section 242
Authorization for mergers and consolidations
Status: in_force

A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization thereto by the laws under which the foreign corporation or corporations were formed) be:

(1) Merged into one of the nonprofit, business or foreign corporations, or

(2) Consolidated into a new corporation to be formed under this Chapter, under Chapter 1 of this Title, or under the laws under which one of the foreign corporations was formed.

B. For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.

C. A corporation which is not permitted to distribute its net assets to its members upon dissolution may be merged with or consolidated into only another such corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1421 — LA Code / Code revised-statutes / Title 12 / Section 1-1421
:1-1421 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1104 — LA Code / Code revised-statutes / Title 12 / Section 1-1104
Action on a plan of merger or share exchange
Status: in_force

In the case of a domestic corporation that is a party to a merger or share exchange, all of the following shall apply:

(1) The plan of merger or share exchange must be adopted by the board of directors.

(2) Except as provided in Paragraph (8) of this Section and in R.S. 12:1-1105, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board must transmit to the shareholders the basis for so proceeding.

(3) The board of directors may condition its submission of the plan of merger or share exchange to the shareholders on any basis.

(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organizational documents of that corporation or eligible entity. If the corporation is to be merged into a corporation or eligible entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organizational documents of the new corporation or eligible entity.

(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, 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, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting by at least a majority of the votes entitled to be cast on the merger or share exchange by that voting group.

(6) Subject to Paragraph (7) of this Section, separate voting by voting groups is required on all of the following:

(a) A plan of merger, by each class or series of shares that is either of the following:

(i) To be converted under the plan of merger into other securities, interests, obligations, rights to acquire shares, other securities, or interests, or into cash, other property, or any combination of the foregoing.

(ii) Entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to articles of incorporation of a surviving corporation and that requires action by separate voting groups under R.S. 12:1-1004.

(b) A plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(c) A plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange.

(7) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in Item (6)(a)(i) and Subparagraph (6)(b) of this Section as to any class or series of shares, except for a transaction that includes what is or would be, if the corporation were the surviving corporation, an amendment subject to Item (6)(a)(ii) of this Section, and that will effect no significant change in the assets of the resulting entity, including all parents and subsidiaries on a consolidated basis.

(8) Unless the articles of incorporation otherwise provide, approval by the corporation's shareholders of a plan of merger or share exchange is not required if all of the following criteria are satisfied:

(a) The corporation will survive the merger or is the acquiring corporation in a share exchange.

(b) Except for amendments permitted by R.S. 12:1-1005, its articles of incorporation will not be changed.

(c) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and relative rights, immediately after the effective date of change.

(d) 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).

(9) If as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1158 — LA Code / Code revised-statutes / Title 12 / Section 1158
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional veterinary medicine corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:104 — LA Code / Code revised-statutes / Title 12 / Section 104
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1976, No. 460, §1; Acts 1978, No. 232, §1; Acts 1987, No. 769, §1; Acts 1988, No. 99, §1; Acts 1991, No. 334, §1; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:41 — LA Code / Code revised-statutes / Title 12 / Section 41
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 1990, No. 848, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1312 — LA Code / Code revised-statutes / Title 12 / Section 1312
Managers
Status: in_force

A. The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not, be members.

B. The articles of organization or an operating agreement may prescribe qualifications for managers.

C. The number of managers shall be specified in or fixed in accordance with the articles of organization or an operating agreement.

D. If a manager is listed in the articles of organization, an amendment thereto, or a supplemental report, a municipal address, which shall not be a post office box only, shall be indicated for each such manager.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.
La. Rev. Stat. § 12:1-854 — LA Code / Code revised-statutes / Title 12 / Section 1-854
Court-ordered indemnification and advance for expenses
Status: in_force

A. A director who is a party to a proceeding because he or she is a director may petition the court conducting the proceeding for indemnification or an advance for expenses or, if the indemnification or advance for expenses is beyond the scope of the proceeding or of the jurisdiction of the court or other forum for the proceeding, may petition another court of competent jurisdiction. After ordering any notice it considers necessary, the court shall hear the petition by summary proceeding and shall, if it makes the required determination, order one of the following:

(1) Indemnification if the court determines that the director is entitled to mandatory indemnification under R.S. 12:1-852.

(2) Indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by R.S. 12:1-858(A).

(3) Indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable for the corporation to provide the ordered indemnification or advance for expenses, even though the director did not meet the relevant standard of conduct set forth in R.S. 12:1-851(A), failed to comply with R.S. 12:1-853, or was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1) or (D)(2). If the director was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1) or (D)(2), indemnification shall be limited to expenses incurred in connection with the proceeding.

B. If the court determines that the director is entitled to indemnification under Paragraph (A)(1) of this Section or to indemnification or advance for expenses under Paragraph (A)(2) of this Section, it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under Paragraph (A)(3) of this Section, it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:989.1 — LA Code / Code revised-statutes / Title 12 / Section 989.1
Membership ownership agreements
Status: in_force

A. Any lawful provision regulating the affairs of a dental limited liability company or the rights and liabilities of the holders of a membership interest in the company, which is not required to be set forth in the articles of organization and/or operating agreement of a dental limited liability company, may be set forth in an agreement among all of the owners of a membership interest, and such agreement shall be binding on the dental limited liability company and all persons who are at the time such agreement is made or who thereafter become owners of a membership interest in a dental limited liability company. Such agreement may be terminated at any time by a majority of the dental limited liability company membership owners.

B. A duplicate copy of the agreement shall be filed in the company's registered office and shall be open daily during business hours to the inspection of any member or his attorney or legal representative.

Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:1305 — LA Code / Code revised-statutes / Title 12 / Section 1305
Articles of organization; initial report
Status: in_force

A. The articles of organization shall be written in the English language and shall be executed by at least one person, who need not be a member or manager of the limited liability company. The articles of organization shall be acknowledged by the person or one of the persons who signed the articles of organization or may be executed by authentic act.

B. The articles of organization shall set forth the following:

(1) The name of the limited liability company.

(2) The purposes for which the limited liability company is formed or that its purpose is to engage in any lawful activity for which limited liability companies may be formed under this Chapter.

(3) Whether the company is a low-profit limited liability company.

C. The articles of organization may set forth the following:

(1) A statement of whether and to what extent there are limitations on the authority of members to bind the limited liability company or that such limitations are contained in a written operating agreement.

(2) A statement of whether and to what extent the limited liability company will be managed by managers.

(3) A statement regarding restrictions on the authority of managers or that such restrictions are contained in a written operating agreement.

(4) The latest date, if any, on which the limited liability company is to dissolve.

(5) A statement that persons dealing with the limited liability company may rely upon a certificate of one or more managers, members, or other certifying officials, whose names are included in the statement, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take the actions referred to in R.S. 12:1318(B), unless otherwise provided in the articles of organization.

(6) Any other provision, not inconsistent with law, that the members elect to set forth in the articles of organization.

D. It shall not be necessary to set forth in the articles of organization any of the powers enumerated in this Chapter.

E. The initial report shall be signed by each person who signed the articles of organization, or by his agent duly authorized by a document attached to the report, and shall set forth the following:

(1) The location and municipal address, if any, not a post office box only, of the limited liability company's registered office.

(2) The full name and municipal address, if any, not a post office box only, of each of its registered agents.

(3) A notarized affidavit of acknowledgment and acceptance signed by each of its registered agents.

(4) The names and municipal addresses, not a post office box only, of the first managers, if management of the limited liability company is vested in one or more managers, or the members, if management of the limited liability company is reserved to the members, and if, in either case, they have been selected when the articles of organization are filed with the secretary of state. If the initial managers, if management of the limited liability company is vested in one or more managers, or initial members, if management of the limited liability company is reserved to the members, are not named in the initial report, a supplementary report setting forth their names and addresses and signed by each person who signed the articles of organization shall be filed with the secretary of state as soon as they have been selected.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2010, No. 417, §1.
La. Rev. Stat. § 12:1853 — LA Code / Code revised-statutes / Title 12 / Section 1853
Authorization; requirements; regulation
Status: in_force

A. Two or more churches or nonprofit religious organizations or one or more religious denominations may agree to pool their liabilities for the purposes of providing property coverage for their buildings and properties, so long as they have a positive net worth, are financially solvent, and are capable of assuming the obligations set forth in this Chapter.

B. The department shall promulgate necessary rules in accordance with the Administrative Procedure Act to implement and regulate the activities authorized in this Chapter.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-1412 — LA Code / Code revised-statutes / Title 12 / Section 1-1412
:1-1412 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-802 — LA Code / Code revised-statutes / Title 12 / Section 1-802
Qualifications of directors
Status: in_force

A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director.

B. A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this Section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil or regulatory sanctions or not having been removed as a director by judicial action or for cause.

C. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so provide.

D. A qualification for nomination for director adopted before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director adopted after a person's nomination shall not apply to such person with respect to such nomination.

E. A qualification for director adopted before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification adopted during a director's term shall not apply to that director before the end of that term.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1605 — LA Code / Code revised-statutes / Title 12 / Section 1605
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1130 — LA Code / Code revised-statutes / Title 12 / Section 1130
Terms defined
Status: in_force

As used in this Chapter:

A. "Professional psychology corporation" means a corporation organized pursuant to this Chapter for the practice of psychology.

B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:103 — LA Code / Code revised-statutes / Title 12 / Section 103
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1041 — LA Code / Code revised-statutes / Title 12 / Section 1041
Suppression of criminally operated businesses by domestic and foreign corporations; proceedings
Status: in_force

A. The attorney general is authorized to institute civil proceedings against any domestic corporation to procure a judgment annulling, vacating or forfeiting its articles of incorporation and franchise, and against any foreign corporation to revoke its certificate of authority to transact business in this state when:

1. Any of the corporation officers or any other person controlling the management or operation of such corporation, with the knowledge of the president and a majority of the board of directors or under such circumstances that the president and a majority of the directors should have knowledge, is a person or persons engaged in activities such as organized violent revolutionary or unlawful activity aimed at the overthrow of the government of the State of Louisiana or any of its political subdivisions, or any boards, commissions, agency or official of either, or any unlawful activity aimed at organized homosexuality, organized crimes against nature, organized prostitution, organized gambling, organized narcotics, organized extortion or organized embezzlement, or who is connected directly or indirectly with organizations, syndicates or criminal societies engaged in any of these; or

2. A director, officer, employee, agent or stockholder acting for, through or on behalf of such corporation has, in conducting the corporation's affairs, purposely engaged in a persistent course of violent revolutionary or unlawful activity aimed at the overthrow of the government of the State of Louisiana or any of its political subdivisions, or any boards, commissions, agency or official or any unlawful activity aimed at homosexuality, crimes against nature, intimidation and coercion, bribery, prostitution, gambling, extortion, embezzlement, unlawful sale of narcotics or other illegal conduct, with the knowledge of the president and majority of the board of directors or under such circumstances that the president and a majority of the directors should have knowledge, with the intent to compel or induce other persons, firms or corporations to deal with such corporation or engage in any such illegal conduct, and

3. For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation to be annulled, vacated or forfeited and the corporation to be dissolved or the certificate of authority to transact business in this state revoked.

B. The proceedings authorized by this section may be instituted against a corporation in the district court for the parish of its registered office or for any parish in which it is doing business. The proceedings shall be conducted in accordance with the Louisiana Code of Civil Procedure and the applicable rules of court.

The proceedings herein authorized shall be in addition to any other proceeding authorized by law for the purpose of annulling, vacating or forfeiting the articles and franchise of a domestic corporation and/or revoking the certificate of authority of a foreign corporation to transact business in this state.

Acts 1970, No. 527, §§1, 2.
La. Rev. Stat. § 12:1171 — LA Code / Code revised-statutes / Title 12 / Section 1171
Terms defined
Status: in_force

As used in this Chapter:

A. "Architectural-engineering corporation" means a corporation organized pursuant to this Chapter for the practice of architecture as provided for by R.S. 37:141 et seq., and for the practice of engineering as provided for by R.S. 37:681 et seq., and which is certified to be in compliance therewith by the Louisiana State Board of Architectural Examiners and the Louisiana Professional Engineering and Land Surveying Board.

B. All terms used in this Chapter shall have the same meaning as provided in Chapter 1.

C. A corporation formed under Chapter 1 of this Title for the purpose of practicing architecture and engineering shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
La. Rev. Stat. § 12:1-1418 — LA Code / Code revised-statutes / Title 12 / Section 1-1418
:1-1418 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1346 — LA Code / Code revised-statutes / Title 12 / Section 1346
Issuance of certificate of authority
Status: in_force

If the secretary of state finds that the application for the certificate of authority conforms to law, that the nature of the business is lawful for a limited liability company in this state, and that all requisite fees have been paid, he shall do the following:

(1) Endorse on the application the word "Filed" and the date of the filing.

(2) File in his office an application.

(3) Issue a certificate of authority to transact business in this state to which he shall affix the other application, which shall be returned to the limited liability company or its representative.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.
La. Rev. Stat. § 12:1334 — LA Code / Code revised-statutes / Title 12 / Section 1334
Dissolution
Status: in_force

Except as provided in the articles of organization or a written operating agreement, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) The occurrence of events specified in writing in the articles of organization or operating agreement.

(2) The consent of its members in accordance with R.S. 12:1318.

(3) Repealed by Acts 1997, No. 717, §2, eff. July 8, 1997.

(4) Entry of a decree of judicial dissolution under R.S. 12:1335.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1997, No. 717, §2, eff. July 8, 1997.
La. Rev. Stat. § 12:165 — LA Code / Code revised-statutes / Title 12 / Section 165
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1986, No. 642, §1; Acts 1999, No. 342, §5; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:471 — LA Code / Code revised-statutes / Title 12 / Section 471
Short title
Status: in_force

This Part of this Chapter shall be known and may be referred to by the short title: "Cooperative Sea Food Marketing Law."

Renumbered from R.S.1950, §12:381 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1193 — LA Code / Code revised-statutes / Title 12 / Section 1193
Corporate authority
Status: in_force

A professional occupational therapy corporation shall engage in no business other than the practice of occupational therapy, but may hold property for investment or in connection with its occupational therapy practice.

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:491 — LA Code / Code revised-statutes / Title 12 / Section 491
Real estate investment trusts authorized and defined
Status: in_force

A. Real Estate Investment Trusts are hereby authorized as a recognized form of association for the conduct of business within this state.

B. A real estate investment trust is a trust created at law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, which has elected to qualify for taxation as a real estate investment trust under Part II, Subchapter M of the Internal Revenue Code of 1954, as amended.

Added by Acts 1962, No. 330, §1. Renumbered from R.S.1950, §12:395 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 136, §1; Acts 1977, No. 526, §1.
La. Rev. Stat. § 12:1055 — LA Code / Code revised-statutes / Title 12 / Section 1055
Shares
Status: in_force

A. There shall be only one class of shares of a professional chiropractic corporation, denominated common shares which shall be either with or without par value.

B. A shareholder who is a natural person duly licensed to practice chiropractic in this state, and who holds his shares in his own right, shall be entitled to vote his shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose directly related to the practice of chiropractic by the corporation.

C. R.S. 12:78 shall not apply to professional chiropractic corporations.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:313 — LA Code / Code revised-statutes / Title 12 / Section 313
Revocation of certificate of authority
Status: in_force

A. The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state when:

(1) The corporation has failed to file its annual report within the time required by this Chapter, or has failed to pay any fees, taxes or penalties prescribed by law when they have become due and payable; or

(2) The corporation has failed to maintain a registered agent or a registered office in this state, or to maintain records, as required by this Chapter; or

(3) The corporation has failed, after change of its registered office or registered agent (or of the name of a corporate or partnership agent) to file in the office of the secretary of state a statement of such change as required by this Chapter; or

(4) The corporation has failed to file in the office of the secretary of state any certificate of name change or merger or its articles of incorporation and any amendments thereto within thirty days when so requested by the secretary of state; or

(5) A misrepresentation has been made of any material matter in any application, report or other document filed by the corporation pursuant to this Chapter; or

(6) The corporation has exercised in this state authority not conferred upon it by the laws of this state, or has abused authority conferred upon it; or

(7) The corporation has done or omitted any act which amounts to a surrender of its right to do business; or

(8) The corporation has been dissolved.

B. No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless (1) he shall have given the corporation not less than sixty days' notice in writing of the grounds on which such proposed revocation is based, and (2) the corporation has failed, neglected or refused to correct the same within said sixty-day period.

C. Upon revocation, the authority of the corporation to transact business in this state shall cease, but the authority of its registered agent in this state to accept service of process shall continue.

D.(1) The certificate of authority of a foreign corporation to transact business in this state may be suspended by the secretary of state when, according to the records of his office, such foreign corporation is not in compliance with Paragraph (A)(1), (2), (3), or (4) of this Section and the secretary of state is authorized to revoke the suspension where the failure to comply with the Paragraph has been remedied by compliance.

(2) The secretary of state shall give the corporation at least sixty days written notice of the secretary's intention to suspend the corporation's certificate of authority. The notice shall be mailed to the corporation's last known address by United States mail.

(3) In the event any such corporation thereafter complies with the requirements of Paragraph (A)(1), (2), (3), or (4) of this Section, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to the corporation and to restore the corporation to good standing and record same in the archives of his office.

(4) If a corporation's certificate of authority is suspended for failure to file its annual report within the time required by this Chapter as referenced in Paragraph (A)(1) of this Section, and has been suspended for six months or more, the secretary of state shall revoke the suspension only if the required annual report is accompanied by a certificate of corporate existence or a certificate of good standing, not a certified copy of the corporation's articles or certificate of incorporation, from an authorized official of the jurisdiction of its incorporation bearing an original signature and dated within ninety days of its submission.

(5) The provisions of R.S. 12:314 shall be applicable to any suspension made pursuant to this Subsection.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §27, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1972, No. 601, §1; Acts 1981, No. 582, §2, eff. July 20, 1981; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 717, §1, eff. July 12, 1984; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:217 — LA Code / Code revised-statutes / Title 12 / Section 217
Classes and qualifications of membership
Status: in_force

A. Membership shall be of the classes, and shall be governed by the rules of admission, retention, suspension and expulsion, which the articles or by-laws prescribe; provided that all rules shall be reasonable, germane to the purpose of the corporation, and equally enforced as to all members of the same class.

B. Unless otherwise provided by the articles or by-laws, there shall be one class of members.

C. If neither the articles nor the by-laws provide for members or shareholders, or if a corporation has, in fact, no shareholders, and no members other than the persons constituting its board of directors, the persons for the time being constituting the board shall, for all intents and purposes, be taken to be the members of the corporation, and shall exercise all of the rights and powers of the members.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:809 — LA Code / Code revised-statutes / Title 12 / Section 809
Shareholders' agreements
Status: in_force

A. Any lawful provision regulating the affairs of a professional law corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.

B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:909 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:230 — LA Code / Code revised-statutes / Title 12 / Section 230
Notice of meetings of members
Status: in_force

A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law; and any action or meeting taken or held without notice to any such member shall have the same force and effect as if notice had been given to him as otherwise required.

B. Adjournments of any annual or special meeting of members may be taken without new notice being given, unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors have been elected.

C. In the event there occurs the accidental destruction or accidental loss of corporate records, or other similar exigency, if the corporation is unable to give notice of a meeting to its members at their last known addresses, notice shall be given by advertisement at least thirty days prior to the meeting and again twice within thirty days of the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there exists such a paper, or published for four consecutive weeks prior to the meeting in a weekly paper published in the parish in which the corporation is domiciled. In the absence of a daily or weekly paper, notice shall be given by the posting of the notice in the principal meeting place of the corporation, or at the parish courthouse door in the absence of such a meeting place.

Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
La. Rev. Stat. § 12:1139 — LA Code / Code revised-statutes / Title 12 / Section 1139
Directors
Status: in_force

Only voting shareholders, or voting shareholders of another professional psychology corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:1832 — LA Code / Code revised-statutes / Title 12 / Section 1832
Stock certificates
Status: in_force

All certificates representing shares in a benefit corporation shall contain, in addition to any other statements required by the Business Corporation Law, the following conspicuous language on the face of the certificate: "This corporation is a benefit corporation subject to the Benefit Corporations Law, R.S. 12:1801 et seq."

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1-602 — LA Code / Code revised-statutes / Title 12 / Section 1-602
Terms of class or series determined by board of directors
Status: in_force

A. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following:

(1) Classify any unissued shares into one or more classes or into one or more series within a class.

(2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes.

(3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.

B. If the board of directors acts pursuant to Subsection A of this Section, it must determine the terms, including the preferences, rights, and limitations, to the same extent permitted under R.S. 12:1-601, of the following:

(1) Any class of shares before the issuance of any shares of that class.

(2) Any series within a class before the issuance of any shares of that series.

C. Before issuing any shares of a class or series created under this Section, the corporation must deliver to the secretary of state for filing articles of amendment setting forth the terms determined under Subsection A of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:138 — LA Code / Code revised-statutes / Title 12 / Section 138
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:803 — LA Code / Code revised-statutes / Title 12 / Section 803
The corporate name
Status: in_force

The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor law firm, may include "Limited" or "Ltd.", and shall end with one of the phrases (which may be in parentheses) "a Professional Law Corporation", "a Professional Corporation" or "a Law Corporation". The name need not contain "Incorporated" or "Inc."

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:903 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:256 — LA Code / Code revised-statutes / Title 12 / Section 256
Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
Status: in_force

A. When a corporation has been liquidated completely:

(1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be dissolved.

(2) If the proceeding is out of court, the liquidator shall sign and acknowledge a certificate stating that the corporation has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for the certificate.

(3) If the corporation is not permitted to distribute its net assets to its members, the certificate or order shall state the disposition of any net assets. The certificate or order shall be in accordance with the provisions of the resolution or written consent of dissolution, if the dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the certificate or order shall comply with the order of court.

B. The order or the certificate of the liquidator shall be filed with the secretary of state, who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law, shall record the same in his office and shall issue a certificate of dissolution of the corporation effective as of the date, which shall be stated therein, of filing of the order or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages in the parish in which the corporation had its last registered office.

C. Upon issuance of the certificate of dissolution, the corporate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the corporation.

D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall be distributed accordingly.

E. Following cessation of the corporate existence, the liquidator shall still have power to take all action required to preserve the interests of the corporation, its creditors and members; and the court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a new liquidator for any proper purpose in case of the death, disability or unwillingness to serve of the last previous liquidator.

Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1302 — LA Code / Code revised-statutes / Title 12 / Section 1302
Purpose
Status: in_force

A. A limited liability company may be organized under this Chapter and may conduct business for any lawful purpose, unless a more limited purpose is stated in its articles of organization. A limited liability company shall not be formed for the purpose of insurance underwriting in all of its several forms.

B. A limited liability company that is subject to regulation by another provision of state law may be formed under this Chapter if not prohibited by such other law. Such a limited liability company shall be subject to all limitations of such other law.

C.(1) A limited liability company organized as a low-profit limited liability company shall set forth in its articles of organization a business purpose that satisfies and which limited liability company is at all times operated to satisfy each of the following requirements:

(a) The entity significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes.

(b) No significant purpose of the entity is the production of income or the appreciation of property provided; however, the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property.

(c) No purpose of the entity is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code.

(2) If a company that is organized pursuant to the requirements of Paragraph (1) of this Subsection at its formation at any time ceases to satisfy any one of the requirements, it shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this Chapter, shall continue to exist as a limited liability company. The name of the company shall be changed to be in conformance with R.S. 12:1306.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2003, No. 361, §2; Acts 2010, No. 417, §1.
La. Rev. Stat. § 12:450 — LA Code / Code revised-statutes / Title 12 / Section 450
Bylaws
Status: in_force

Each association incorporated under this Part, within thirty days after its incorporation, shall adopt for its government and management, a code of bylaws, not inconsistent with the powers granted by this Part. A majority vote of the members, or their written consent, shall be necessary to adopt such bylaws. Each association under its bylaws may also provide for:

(1) The time, place and manner of calling and conducting its meetings.

(2) The number of stockholders or members to constitute a quorum.

(3) The right of members to vote by proxy or by mail, or both, and the conditions, manner, form, and effect of such votes.

(4) The number of directors to constitute a quorum.

(5) The qualifications, and duties and term of office of directors and officers; the time of their election and the mode and manner of giving notice thereof.

(6) Penalties for violations of the bylaws.

(7) The amount of entrance, organization and membership fees, if any; the manner and method of collecting the same, and the purposes for which they may be used.

(8) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for service rendered by the association to him; and the marketing contract between the association and its members, which every member or stockholder shall be required to sign.

(9) The qualifications of members of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw, or the holders of common stock, to transfer their stock; the manner of assignment and transfer of the interest of members, and of the shares of common stock; the conditions upon which, and the time when, membership of any member shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder or upon the expulsion of a member or the forfeiture of his membership, or, at the option of the association, by conclusive appraisal by the board of directors. In case of the withdrawal or expulsion of a member, the board of directors shall appraise equitably and conclusively his property interest in the association and shall fix the amount thereof in money, which shall be paid to him at such time as may be fixed by the board of directors, but not beyond the termination of the current marketing agreement.

Renumbered from R.S.1950, §12:360 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1316 — LA Code / Code revised-statutes / Title 12 / Section 1316
Voting by managers
Status: in_force

Except as otherwise provided in the articles of organization or an operating agreement, if the limited liability company has more than one manager, each manager shall be entitled to a single vote on all matters properly brought before the managers, and all decisions of the managers shall be made by majority vote of the managers. In the absence of such a provision in the articles or operating agreement, no manager shall have the right to vote by proxy.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2014, No. 261, §1.
La. Rev. Stat. § 12:164 — LA Code / Code revised-statutes / Title 12 / Section 164
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1983, No. 466, §1; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1414 — LA Code / Code revised-statutes / Title 12 / Section 1-1414
:1-1414 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-726 — LA Code / Code revised-statutes / Title 12 / Section 1-726
Action by single and multiple voting groups
Status: in_force

A. If the articles of incorporation or this Chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in R.S. 12:1-725.

B. If the articles of incorporation or this Chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in R.S. 12:1-725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1075 — LA Code / Code revised-statutes / Title 12 / Section 1075
Shares
Status: in_force

A. There shall be only one class of shares of professional nursing corporations, denominated common shares which shall be either with or without par value.

B. A shareholder who is a natural person duly licensed to practice nursing in this state, and who holds his shares in his own right, shall be entitled to vote his shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to nursing services rendered by or any other affairs of, the corporation, except as provided in R.S. 12:1083(B).

C. R.S. 12:33 shall not apply to professional nursing corporations.

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:1-721 — LA Code / Code revised-statutes / Title 12 / Section 1-721
Voting entitlement of shares
Status: in_force

A. Except as provided in Subsections B and D of this Section, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

B. Absent special circumstances, the shares issued by a corporation are not entitled to vote if they are owned, directly or indirectly, by a subsidiary.

C. Subsection B of this Section does not limit the power of a corporation or subsidiary to vote any shares, including its own shares, held by it in a fiduciary capacity.

D. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

E. For purposes of Subsections B and C of this Section, the following meanings shall apply:

(1) The term "subsidiary" means a domestic or foreign corporation, limited liability company, partnership, or other juridical person that is subject to at least majority control by the issuer of the shares, but does not include the issuer itself.

(2) "Majority control" means ownership, direct or indirect, of a majority of any of the following:

(a) The shares entitled to vote for the directors of a corporation.

(b) The membership, partnership, or other interests in an unincorporated entity that are entitled either to vote for those who hold the general managerial authority in the unincorporated entity or to exercise that authority directly.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:802 — LA Code / Code revised-statutes / Title 12 / Section 802
Professional corporations
Status: in_force

One or more qualified persons may form a corporation under Chapter 1 of this Title for the purpose of practicing law. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:902 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1309 — LA Code / Code revised-statutes / Title 12 / Section 1309
Amendment of articles of organization
Status: in_force

A. The articles of organization shall be amended when any of the following occurs:

(1) There is a change in the name of the limited liability company.

(2) There is a false or erroneous statement in the articles of organization.

(3) The members desire to make a change in any other statement in the articles of organization in order to accurately represent their agreement.

(4) In accordance with R.S. 12:1302(C)(2), the company ceases to be a low-profit limited liability company.

B. After an amendment has been adopted as provided by this Chapter, articles of amendment setting forth the amendment, the date, and manner of adoption thereof shall be executed in the limited liability company's name by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member of the limited liability company, if management of the limited liability company is reserved to the members. The articles of amendment shall be acknowledged by at least one of the persons who signed them or may be executed by authentic act. The secretary of state may prescribe and furnish forms for filing the amendment.

C. The articles of amendment shall be filed with the secretary of state. Articles of amendment may be delivered to the secretary of state 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. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing. However, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of the acknowledgment or execution.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2010, No. 417, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1401 — LA Code / Code revised-statutes / Title 12 / Section 1401
Professional corporations
Status: in_force

One or more natural persons, of full age and duly licensed to practice social work in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing social work. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:426 — LA Code / Code revised-statutes / Title 12 / Section 426
Jurisdiction of the Public Service Commission
Status: in_force

A. Cooperatives transacting business in this state pursuant to this Part shall not be subject to the jurisdiction and control of the Public Service Commission except as provided in R.S. 45:1163 and Subsections B and C of this Section.

B.(1) Upon petition of not less than ten percent of the members of an electric cooperative, the board of directors of the electric cooperative shall order a referendum election to be held to determine whether the electric cooperative shall be subject to the jurisdiction of the Public Service Commission. A petition shall be completed within sixty days of commencement.

(2)(a) Any member of an electric cooperative desiring a referendum election shall sign a petition addressed to the board of directors of the electric cooperative, in substantially the following form:

PETITION

TO:

The undersigned members respectfully request that you call an election to submit to the members the following proposition:

Shall the Public Service Commission have jurisdiction over this electric cooperative?

Signature

Address

Date

(b) Where signatures are made on more than one sheet, each sheet of the petition shall reproduce above the signatures the same matter as is on the first sheet. Each petitioner shall sign his name in his own handwriting and shall write his address and the date on which he signed. If a petitioner cannot sign his name he may have his name and address and the date written by another and shall affix his original "X" mark in the presence of two competent witnesses, who shall sign their names as witnesses to the mark.

(3) The petition shall be filed with the board of directors of the electric cooperative and the board shall order an election not less than sixty days nor more than ninety days from the date on which the petition was filed with the board.

(4)(a) On the date set by the board of directors for the election, the board shall mail postage prepaid and properly addressed to each member of the electric cooperative a ballot containing the following proposition:

Shall the Public Service Commission have jurisdiction over this electric cooperative:

YES_______________

NO _______________

(b) The ballot shall also contain a self-addressed envelope for the purpose of returning the ballot to an independent certified public accountant retained by the electric cooperative from a list obtained from the Society of Louisiana Certified Public Accountants to receive the ballots and certify the results of the election. The ballot shall also contain the date by which it must be received by the accountant for consideration in the election. The date by which the ballot must be received by the accountant shall be not more than thirty days after the date that it was mailed to the members by the board of directors. The board of directors shall not require that the ballots be returned by a date earlier than the thirtieth day after the ballots were mailed to the members. The election procedure shall require a signature form for verification, but shall not allow the signature to be traced to the vote of a particular member.

(5) The issue in the election shall be decided by a majority of the members voting whose ballots are received by the accountant. Twenty percent of the membership shall constitute a quorum for the election. The accountant shall notify the board of directors and the Public Service Commission of the results of the election.

C. When a majority of the members voting vote to place the cooperative under the jurisdiction of the Public Service Commission, the commission shall determine an effective date of the transfer which shall be within ninety days from the election. On and after the effective date of the transfer, the cooperative shall be subject to regulation by the Public Service Commission. In fixing and regulating the rates to be charged by an electric cooperative, the commission shall set rates sufficient to meet the covenants of the cooperative's mortgage and loan agreements. Such rates shall not be fixed or regulated on a rate of return basis.

D.(1) Except as provided in this Subsection, funds of an electric cooperative shall not be used for the purpose of supporting or opposing the issue presented in the election nor shall funds contributed to the electric cooperative or to a member of the board of directors of the electric cooperative be used for the purpose of supporting or opposing the issue presented in the election if the funds are contributed by an individual or firm which has conducted business with the cooperative, other than as a customer of electric service, within two years prior to the date on which the ballots are mailed by the board. No firm or individual which has contributed to a cooperative or member of the board of directors regarding an issue presented in the election shall do business with any electric cooperative in this state for a period of two years from the counting of the votes. Any contract in violation of this Subsection shall be unenforceable.

(2) During the election period, the cooperative may mail a written explanation to each member relating the merits and demerits of a change in regulation. If the cooperative sends such an explanation, it shall pay an equal sum of money for a similar mailing by the petitioners. The content of the cooperative's mailing shall be determined by the board of directors. The content of the petitioning members' mailing shall be determined by a ten-person committee of petitioners selected in the petition or, if not named in the petition, selected at random, from volunteer petitioners, by the certified public accountant selected to administer the election. Membership lists shall be provided the petitioners.

E. After the cooperative has been under the jurisdiction of the Public Service Commission for at least two years, the members may elect to remove the cooperative from the jurisdiction of the commission in the same manner as when electing to be placed under the jurisdiction of the committee.

F. A single electric cooperative shall not conduct more than one election held pursuant to this Subsection within a two year period. No election shall be held prior to the effective date of this Section.

Renumbered from R.S.1950, §12:326 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 34, §3; Acts 1983, No. 636, §2, eff. Jan. 1, 1984; Acts 1984, 1st Ex. Sess., No. 2, §1, eff. March 27, 1984.
La. Rev. Stat. § 12:1099 — LA Code / Code revised-statutes / Title 12 / Section 1099
Dissolution
Status: in_force

A. The fact that it has less than a majority of outstanding shares held by one or more natural persons duly licensed to practice architecture in this state shall be an additional ground for involuntary dissolution of a professional architectural corporation.

B. In the event of the death of a shareholder of a professional architectural corporation, said shareholder's succession representative or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation for the purposes of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law, or for the purpose of reorganizing or continuing the corporation subject to the provisions of this Chapter.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1122 — LA Code / Code revised-statutes / Title 12 / Section 1122
Dissolution
Status: in_force

A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional optometry corporation.

B. In the event of the death of a shareholder of a professional optometry corporation, said shareholder's succession representative, or those placed in possession of the shares of such shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1601 — LA Code / Code revised-statutes / Title 12 / Section 1601
Conversion of domestic business entities
Status: in_force

One form of domestic business entity may convert to another form of domestic business entity as provided in the Business Corporation Act. This authorization of domestic entity conversions does not limit the other forms of transaction authorized by the Business Corporation Act.

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:205 — LA Code / Code revised-statutes / Title 12 / Section 205
Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence
Status: in_force

A. The articles shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the articles of incorporation. The articles 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.

B. If the secretary of state finds that the articles are in compliance with the provisions of this Chapter and after all fees have been paid, the secretary of state shall record the articles in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation which shall show the date and, if endorsed on the articles, the hour of filing of the articles with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation's franchise, the certificate of incorporation shall be only prima facie evidence of due incorporation.

C. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution.

D. A multiple original of the articles, or a copy certified by the secretary of state, with a copy of the certificate of incorporation, shall within thirty days after filing of the articles with the secretary of state, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

E.(1) If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state, and shall include the names and addresses of the board of directors, officers, and all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act. The secretary of state may prescribe and furnish forms for filing such statement.

(2) The provisions of this Subsection shall not apply to any charitable or religious nonprofit corporation which is organized and existing on a "nonstock basis".

Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1983, No. 88, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1177 — LA Code / Code revised-statutes / Title 12 / Section 1177
Officers
Status: in_force

There shall be a president, a secretary, and such other officers as the shareholders may elect. If there is only one shareholder, all offices may be combined in his person.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:1805 — LA Code / Code revised-statutes / Title 12 / Section 1805
Termination of status
Status: in_force

A. A benefit corporation may terminate its status as such and cease to be subject to this Chapter by amending its articles to delete the provision required by R.S. 12:1804 to be stated in the articles of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum vote.

B. If a merger or consolidation of a benefit corporation would have the effect of terminating the status of a business corporation as a benefit corporation, in order to be effective, the plan of merger or consolidation shall be adopted by at least the minimum vote of the benefit corporation. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum vote.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1858 — LA Code / Code revised-statutes / Title 12 / Section 1858
Authority of department
Status: in_force

A. No fund shall become operative until it is issued a certificate of authority by the department. Except for the certificate of authority, the department shall keep confidential all documents and records associated with the provisions of this Section.

B. The certificate of authority shall be continuous until revoked or suspended by the department, or until it is voluntarily surrendered by the fund.

C.(1) The department may examine the affairs, books, transactions, work papers, files, accounts, records, assets, and liabilities of the fund to determine compliance with this Chapter and pursuant to any rules and regulations promulgated by the department or orders and directives issued by the department. In addition, to the extent necessary and material to the examination of the fund, the department may examine the affairs, books, transactions, work papers, files, accounts, and records of the fund's administrator, service company, certified public accountant, or actuary generated in the course of transacting business on behalf of the group self-insurance fund being examined. All examinations shall be conducted in accordance with the provisions of this Chapter. The reasonable expenses of the examinations shall be paid by the fund.

(2) Upon the request of the department, the group self-insurance fund established pursuant to this Chapter shall cause a rate review to be conducted by a national independent actuarial firm, provided that the department shall not make more than two requests in any calendar year for a rate review pursuant to the provisions of this Subsection. The firm shall report its findings to the department.

(3) All work papers, recorded information, documents, information, and copies thereof produced by, obtained by, or disclosed to the department or any other person, in accordance with the authority of the department pursuant to this Chapter, shall be given confidential treatment and are not subject to subpoena, except in the following circumstances:

(a) The information sought has been provided pursuant to an examination, as authorized by R.S. 12:1863(C), or provided in examination reports, as required by R.S. 12:1864(I).

(b) The documents sought are audited financial statements or financial documents which have been filed with the department.

D. The department may issue cease and desist orders and suspend or revoke the certificate of authority of the fund which the department determines is not in compliance with this Chapter, any rule promulgated by the department in accordance with the Administrative Procedure Act, or any order or directive issued by the department. A cease and desist order may include a prohibition on writing or incurring any new or renewal business by the fund.

E. If the department determines that the fund or any trustee, member, officer, director, or employee of the fund failed to comply with the provisions of this Chapter, any applicable laws relating to the fund, any rule promulgated by the department, or any order or directive issued by the department, the department may levy a fine not to exceed two thousand dollars for each violation. If the conduct for which a previous fine was levied by the department is committed again, the department may levy a fine not to exceed four thousand dollars. The enforcement of any fine and any appeal from a fine shall be conducted in accordance with the Administrative Procedure Act.

F. The division of administrative law shall conduct a hearing in accordance with R.S. 22:2191.

G. The provisions of this Section do not prohibit the legislative auditor from reviewing records and conducting an audit in accordance with R.S. 24:513.

H.(1) The department may order that the group self-insurance fund submit a corrective action plan to the department for its approval to remediate any noncompliance or financial issues affecting the fund.

(2) The corrective action plan shall be submitted by the fund to the department for its approval and include standards, time frames, and other parameters acceptable to the department. Any corrective action plan that is submitted to the department by the fund shall be kept confidential by the department.

(3) The corrective action plan may include any of the following:

(a) Mandatory training.

(b) Onsite or offsite monitoring and supervision of the activities of the fund for a specified period of time to determine progress regarding correction of deficiencies.

(c) The submission of written progress reports.

(d) The institution of measures to conserve or generate additional funding for the fund.

(e) The imposition of fines and penalties for any misconduct which contributed to the need for the imposition of the corrective action plan.

(4) Failure by the group self-insurance fund to comply with a corrective action plan approved by the department may result in any of the following:

(a) The imposition of fines and penalties.

(b) Revocation of the fund's certificate of authority.

(c) Placement of the fund into administrative supervision pursuant to R.S. 22:731 et seq.

(d) Placement of the fund into receivership pursuant to R.S. 22:2001 et seq.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-1303 — LA Code / Code revised-statutes / Title 12 / Section 1-1303
Assertion of rights by nominees and beneficial shareholders
Status: in_force

A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this Subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

B. A beneficial shareholder and voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in R.S. 12:1-1322(B)(2)(b), and does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1869 — LA Code / Code revised-statutes / Title 12 / Section 1869
Exclusive use of information
Status: in_force

A.(1) Except as otherwise provided in this Section, for purposes of soliciting, selling, or negotiating the renewal or sale of group self-insurance coverage, products, or insurance services, an insurance agent or insurance broker shall have the exclusive use of expirations, records, or other written or electronic information directly related to the group self-insurance application submitted by the member or the group self-insurance policy written through an insurance agent or insurance broker. The group self-insurance fund shall not use expirations, records, or other written or electronic information to solicit, sell, or negotiate the renewal or sale of insurance coverage, insurance products, or insurance services to the insured, either directly or by providing such information to others, without the express written consent of the insurance agent or insurance broker.

(2) The expirations, records, or other written or electronic information may be used to review the group self-insurance application, to issue a policy, or for any other purpose necessary for placing such business through the insurance producer. The expirations, records, or other written or electronic information may also be used for any other purpose which does not involve the soliciting, selling, or negotiating the renewal or sale of group self-insurance coverage, products, or services.

B. This Section shall not apply in any of the following circumstances:

(1) When the member of the fund requests, individually or through an insurance producer, that the group self-insurance fund renew the policy or write other insurance business.

(2) When the insurance agent has, by contract, agreed to act exclusively for one member or a group of affiliated members, in which case the rights of the agent shall be determined by the terms of the agent's contract with that member or affiliated group.

(3) When the insurance producer is in default for nonpayment of premiums under the insurance agent's or insurance broker's contract or other agreement with the group self-insurer, unless there is a legitimate dispute as to monies owed.

(4) When the agency contract is terminated and the insurance company is required by law to continue coverage for the insured, in which event the insurance company shall continue to pay the insurance agent or the insurance broker commissions on such policies that the company is required to renew during the thirty-six-month period following the effective date of the termination. The commission shall be at the insurer's prevailing commission rates in effect on the date of renewal for that class or line of business in effect on the date of renewal for brokers or agents whose contracts are not terminated.

C. The insurance producer and insurer may, in a written agreement separate from the agency contract, mutually agree to terms different from the provisions set forth in this Section. The terms of the agreement shall be negotiated in good faith between the parties.

D.(1) The department may adopt rules, in accordance with the Administrative Procedure Act, to enforce the provisions of this Section, and any violation of this Section or the rules adopted pursuant to this Section shall be subject to regulation by the department pursuant to R.S. 12:1858.

(2) In addition, the insurance producer may have a claim for lost commissions. The claim shall be resolved in accordance with the dispute resolution terms in the applicable contract or agreement. In the absence of any dispute resolution terms, the parties shall attempt to resolve their dispute through mediation. If the claim is not resolved through mediation, the claim may be resolved through binding arbitration if the parties agree. In the absence of an agreement to resolve the claim through binding arbitration, the insurance producer may maintain an action for lost commissions.

(3) Except as provided in Subsection B of this Section, nothing in this Section shall be interpreted as impairing any rights in law or contract currently enjoyed by any party.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1308.2 — LA Code / Code revised-statutes / Title 12 / Section 1308.2
Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state
Status: in_force

A. The secretary of state shall revoke the articles of organization of a domestic limited liability company if it fails to file an annual report for three consecutive years according to the records of the secretary of state.

B. At least thirty days prior to revoking the articles of organization pursuant to this Section, the secretary of state shall give notice to the affected limited liability company of his intent to revoke its articles of organization by directing notice of such intention to its last designated registered agent, as shown on the records of the secretary of state. Such notice shall be in writing and shall be sent to the registered agent by United States mail at the last known address of the agent. If there is no registered agent of record, the notice shall be directed to the limited liability company at its registered office.

C.(1) The articles of organization shall be reinstated if each of the following is filed with the secretary of state within three years of the effective date of the revocation:

(a)(i) An application for reinstatement, signed and acknowledged by a member or manager.

(ii) The secretary of state may prescribe and furnish forms for filing the application for reinstatement.

(iii) If a suit for liquidation or receivership of the limited liability company has been filed at the time at which such application is made, the application shall be accompanied by a document indicating the unanimous written consent to the reinstatement by all members or managers.

(iv) The limited liability company shall certify the signatures of all managers or members on such document.

(b) The current annual report of the limited liability company.

(c) The fee for reinstatement proceedings authorized by R.S. 12:1364(A)(1).

(2) Upon reinstatement pursuant to this Subsection, the secretary of state shall furnish a certificate of reinstatement to the limited liability company. The certificate of reinstatement and articles of organization shall be retroactive, and the articles of organization shall continue in existence as though the revocation had not occurred.

D. Upon revocation of its articles of organization, the name of the limited liability company shall not be available to another entity as a limited liability name, corporate name, or trade name for a three-year period. If the name is available after the three years, the limited liability company may reinstate it by following the same procedures and by satisfying the same provisions and requirements as set forth in this Section. If the name is not available, an amendment changing the original name shall be filed as provided in R.S. 12:1309.

E.(1) As used in this Subsection, the term "not in good standing" means that a limited liability company is delinquent in filing the annual report required by R.S. 12:1308.1.

(2) Each limited liability company which is not in good standing shall be prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between the state or its boards, agencies, departments, or commissions and a limited liability company which is not in good standing may be declared null and void by the board, agency, department, commission, or the division of administration.

F. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of organization of a limited liability company on any of the following grounds:

(1) That the limited liability company was procured through fraud practiced upon the state.

(2) That the limited liability company has continued to abuse authority conferred upon it.

(3) That the limited liability company should not have been formed under this Chapter or has been so formed without substantial compliance with the requirements of this Chapter.

G. Revocation of the articles of organization of a limited liability company pursuant to this Section shall not affect any cause of action against the limited liability company or the right to proceed against any property owned by the limited liability company. Such revocation shall also not prohibit a limited liability company from selling property belonging to the company in the same manner as if the revocation had not occurred.

Acts 2001, No. 1186, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-401 — LA Code / Code revised-statutes / Title 12 / Section 1-401
Corporate name
Status: in_force

A.(1) A corporate name may include words in any language but shall be written in English letters or characters.

(2) A corporate name shall contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation, with or without punctuation, "corp.", "inc.", "co.", or "ltd.".

(3) A corporate name shall not contain any of the following:

(a) Any language stating or implying that the corporation is organized for a purpose other than that permitted by R.S. 12:1-301 and its articles of incorporation.

(b) The phrase "doing business as" or any abbreviation of that phrase, such as "d/b/a".

(c) Any words that deceptively or falsely suggest a charitable or nonprofit nature or that imply that the corporation is an administrative agency of this state or any of its political subdivisions or of the United States.

(d) Except as indicated, any of the following quoted words or phrases in any form:

(i) "Casualty", "redevelopment corporation", or "electrical cooperative".

(ii) Except for a bank holding company, "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", or "credit union".

(iii) Except for an independent insurance agency or brokerage corporation, "insurance".

(e) Words or phrases that consist of or comprise immoral, deceptive, or scandalous matter.

(4) A court having jurisdiction may, upon application of the state or of any interested or affected person, enjoin a corporation from doing business under a name that violates any part of R.S. 12:1-401(A)(3)(c) or (d).

B. Except as authorized in Subsections C and D of this Section, a corporate name shall be distinguishable upon the records of the secretary of state from all of the following:

(1) The corporate name of a corporation or nonprofit corporation incorporated in this state.

(2) A corporate name reserved or registered under R.S. 12:1-402 or 1-403.

(3) The name of a foreign corporation or foreign nonprofit corporation, as stated in the certificate of authority to do business in this state issued to that corporation under Chapter 3 of this Title.

(4) The name of a domestic limited liability company or the name of a foreign limited liability company used in the foreign limited liability company's certificate of authority to do business in this state.

(5) The name of a partnership whose contract for partnership is filed for registry with the secretary of state or the name of a duly registered foreign partnership.

(6) A trade name registered with the secretary of state.

C. A corporation may apply to the secretary of state for authorization to use a name in its filings with the secretary of state that is not distinguishable upon the records of the secretary of state from one or more of the names described in Subsection B of this Section. The secretary of state shall authorize the use of the name applied for if either of the following occur:

(1) The other registrant consents to the use in writing and submits the document required by law to change its name to one that is distinguishable upon the records of the secretary of state from the name of the applying corporation, effective no later than the time that the applying corporation will begin to use the registrant's former name.

(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. A corporation may use in its filings with the secretary of state a name that is not distinguishable upon the records of the secretary of state from one or more of the names described in Subsection B of this Section if the registrant of the name is incorporated, organized, or authorized to transact business in this state and the proposed user corporation did any of the following:

(1) Merged with the other registrant.

(2) Came into existence through the reorganization of the other registrant.

(3) Acquired all or substantially all of the assets, including the name, of the other registrant.

E. This Chapter does not control the use of fictitious, assumed, or trade names.

F. If the secretary of state receives for filing articles of incorporation that include in the corporate name the word "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", or any other word of similar import, the secretary of state shall not file the articles of incorporation until the secretary of state receives satisfactory evidence that written notice of the proposed use of that name was delivered to the office of financial institutions at least fourteen days prior to the filing made with the secretary of state.

G. If the secretary of state receives for filing articles of incorporation that include in the corporate name the word "engineer", "engineering", "surveyor", "surveying", or any derivative thereof, the secretary of state shall not file the articles of incorporation until the secretary of state receives either of the following:

(1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana Professional Engineering and Land Surveying Board at least ten days prior to the filing made with the secretary of state.

(2) A written waiver of the ten-day notice requirement prescribed in Paragraph (1) of this Subsection, signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board.

H. If the secretary of state receives for filing articles of incorporation that include in the corporate name the word "architect", "architectural", or "architecture", the secretary of state shall not file the articles of incorporation until the secretary of state receives either of the following:

(1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana State Board of Architectural Examiners at least ten days earlier.

(2) A written waiver of the ten-day notice requirement, signed by the executive director or any member of the Louisiana State Board of Architectural Examiners.

I. The assumption or use of a name in violation of this Section does not affect or vitiate the corporate existence.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:1114 — LA Code / Code revised-statutes / Title 12 / Section 1114
Shares
Status: in_force

A. There shall be only one class of shares of professional optometry corporations, denominated common shares, which shall be either with or without par value.

B. Only a shareholder who is a natural person duly licensed to practice optometry in this state, and who holds his shares in his own right, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatsoever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to optometry services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1122(B).

C. R.S. 12:33 shall not apply to professional optometry corporations.

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1-1408 — LA Code / Code revised-statutes / Title 12 / Section 1-1408
Court proceedings
Status: in_force

A. A dissolved corporation that has published a notice under R.S. 12:1-1407 may file an application with the district court of the parish where the dissolved corporation's principal office or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under R.S. 12:1-1407(C).

B. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.

C. The court shall appoint an attorney at law to represent all claimants whose identities or whereabouts are unknown in any proceeding brought under this Section, as if those claimants were absentee defendants under Code of Civil Procedure Article 5091. The reasonable fees and expenses of the appointed attorney, including all reasonable expert witness fees, shall be paid by the dissolved corporation.

D. Provision by the dissolved corporation for security in the amount and the form ordered by the court under Subsection A of this Section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:982.1 — LA Code / Code revised-statutes / Title 12 / Section 982.1
Professional limited liability companies
Status: in_force

One or more natural persons of full age and duly licensed to practice dentistry in this state may form a limited liability company under Chapter 22 of this Title for the purpose of practicing dentistry. Such limited liability company shall be subject to the provisions of Chapter 1 as the same may from time to time be amended, except to the extent that the provisions are inconsistent with provisions of this Chapter.

Acts 1995, No. 488, §1; Acts 2001, No. 476, §1, eff. June 21, 2001.
La. Rev. Stat. § 12:417 — LA Code / Code revised-statutes / Title 12 / Section 417
Initiative by members
Status: in_force

Notwithstanding any other provision of this Part, any proposition embodied in a petition signed by not less than ten per centum of the members of a cooperative, together with any document submitted with such petition to give effect to its proposition, shall be submitted to the members of a cooperative, either at a special meeting of the members held within forty-five days after the presentation of such petition, or, if the date of the next annual meeting of members falls within ninety days after such presentation or if the petitioner so requests, at such annual meeting. The approval of the board of directors shall not be required in respect of any proposition or document submitted to the members pursuant to this section and approved by them, but such proposition or document shall be subject to all other applicable provisions of this Part. Any affidavit or affidavits required to be filed with any such document pursuant to applicable provisions of this Part shall, in such cases, be modified to show compliance with the provisions of this section.

Renumbered from R.S.1950, §12:317 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-1302 — LA Code / Code revised-statutes / Title 12 / Section 1-1302
Right to appraisal
Status: in_force

A. A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:

(1) Consummation of a merger to which the corporation is a party if either of the following apply:

(a) Shareholder approval is required for the merger by R.S. 12:1-1104, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger.

(b) The corporation is a subsidiary and the merger is governed by R.S. 12:1-1105.

(2) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged.

(3) Consummation of a disposition of assets pursuant to R.S. 12:1-1202, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series if, under the terms of the corporate action approved by the shareholders, there is to be distributed to shareholders in cash its net assets in excess of a reasonable amount reserved to meet claims of the type described in R.S. 12:1-1406 and 1-1407, within one year after the shareholders' approval of the action and in accordance with their respective interests determined at the time of distribution, and the disposition of assets is not an interested transaction.

(4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created.

(5) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors.

(6) Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication.

(7) Consummation of a conversion of the corporation to nonprofit status pursuant to Subpart C of Part 9 of this Chapter.

(8) Consummation of a conversion of the corporation to an unincorporated entity pursuant to Subpart E of Part 9 of this Chapter.

B. Notwithstanding Subsection A of this Section, the availability of appraisal rights under Paragraphs (A)(1), (2), (3), (4), (6), and (8) of this Section shall be limited in accordance with the following provisions:

(1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is one of the following:

(a) A covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.

(b) Traded in an organized market and has at least two thousand shareholders and a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, and directors and by beneficial shareholders and voting trust beneficial owners owning more than ten percent of such shares.

(c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and may be redeemed at the option of the holder at net asset value.

(2) The applicability of Paragraph (B)(1) of this Section shall be determined as of either of the following:

(a) The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights.

(b) The day before the effective date of such corporate action if there is no meeting of shareholders.

(3) Paragraph (B)(1) of this Section shall not be applicable and appraisal rights shall be available pursuant to Subsection A of this Section for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in Paragraph (B)(1) of this Section at the time the corporate action becomes effective or, in the case of the consummation of a disposition of assets pursuant to R.S. 12:1-1202, unless such cash, shares, or proprietary interests are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders as part of a distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in R.S. 12:1-1406 and 1-1407, within one year after the shareholders' approval of the action and in accordance with their respective interests determined at the time of the distribution.

(4) Paragraph (B)(1) of this Section shall not be applicable and appraisal rights shall be available pursuant to Subsection A of this Section for the holders of any class or series of shares where the corporate action is an interested transaction.

C. Notwithstanding any other provision of this Section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, except for both of the following:

(1) No such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action or if the action is a nonprofit conversion under Subpart C of Part 9 of this Chapter or a conversion to an unincorporated entity under Subpart E of Part 9 of this Chapter, or a merger having a similar effect.

(2) Any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment, or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:76 — LA Code / Code revised-statutes / Title 12 / Section 76
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1405 — LA Code / Code revised-statutes / Title 12 / Section 1-1405
Effect of dissolution
Status: in_force

A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:

(1) Collecting its assets.

(2) Disposing of its properties that will not be distributed in kind to its shareholders.

(3) Discharging or making reasonable provision for discharging its liabilities.

(4) Distributing its remaining property among its shareholders according to their interests.

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

B. Dissolution of a corporation does not do any of the following:

(1) Transfer title to the corporation's property.

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records.

(3) Subject its directors or officers to standards of conduct different from those prescribed in Part 8 of this Chapter.

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name.

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

(7) Terminate the authority of the registered agent of the corporation.

C. The limitation imposed by Subsection A of this Section on the business to be conducted by a dissolved corporation does not do either of the following:

(1) Require the corporation to discontinue operations in any part of its business that the corporation plans to sell as a going concern in connection with the winding up and liquidation of the corporation's affairs.

(2) Affect any right acquired by a third person before the third person knows or has reason to know that the corporation is dissolved.

D. The filing of articles of dissolution by a corporation does not by itself give a third person knowledge or reason to know that the corporation is dissolved.

E. The provisions of Code of Civil Procedure Articles 692 and 740 do not apply to a dissolved corporation that has not been terminated. A dissolved and unterminated corporation continues to be the proper party plaintiff under Code of Civil Procedure Article 690 and the proper party defendant under Code of Civil Procedure Article 739. An action by or against a terminated corporation is governed by R.S. 12:1-1443.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-403 — LA Code / Code revised-statutes / Title 12 / Section 1-403
Registered name
Status: in_force

A. A foreign corporation may register its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under R.S. 12:1-401(B).

B. A foreign corporation registers its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), by delivering to the secretary of state for filing an application which does both of the following:

(1) Sets forth its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged.

(2) Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation which is dated within ninety days of receipt by the secretary of state.

C. The name is registered for the applicant's exclusive use upon the effective date of the application.

D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application that complies with the requirements of Subsection B of this Section between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.

E. A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this Chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 367, §1.
La. Rev. Stat. § 12:1-1105 — LA Code / Code revised-statutes / Title 12 / Section 1-1105
Merger between parent and subsidiary or between subsidiaries
Status: in_force

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, 2 nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
La. Rev. Stat. § 12:173 — LA Code / Code revised-statutes / Title 12 / Section 173
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1989, No. 182, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-640 — LA Code / Code revised-statutes / Title 12 / Section 1-640
Distributions to shareholders
Status: in_force

A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in Subsection C of this Section.

B. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

C. No distribution may be made if, after giving it effect, either of the following conditions would exist:

(1) The corporation would not be able to pay its debts as they become due in the usual course of business.

(2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

D. The board of directors may base a determination that a distribution is not prohibited under Subsection C of this Section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

E. Except as provided in Subsection G of this Section, the effect of a distribution under Subsection C of this Section is measured by one of the following:

(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of the date money or other property is transferred or debt incurred by the corporation or the date the shareholder ceases to be a shareholder with respect to the acquired shares.

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.

(3) In all other cases, as of the date the distribution is authorized if the payment occurs within one hundred and twenty days after the date of authorization or the date the payment is made if it occurs more than one hundred and twenty days after the date of authorization.

F. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this Section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

G. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under Subsection C of this Section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this Section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

H. This Section shall not apply to distributions in liquidation under Part 14 of this Chapter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1323 — LA Code / Code revised-statutes / Title 12 / Section 1-1323
Perfection of rights and right to withdraw
Status: in_force

A. A shareholder who receives notice pursuant to R.S. 12:1-1322 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to R.S. 12:1-1322(B)(2)(b). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to R.S. 12:1-1322(B)(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under R.S. 12:1-1325. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to Subsection B of this Section.

B. A shareholder who has complied with Subsection A of this Section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to R.S. 12:1-1322(B)(2)(e). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

C. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in R.S. 12:1-1322(B), shall not be entitled to payment under this Part.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1425 — LA Code / Code revised-statutes / Title 12 / Section 1-1425
:1-1425 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:140.17 — LA Code / Code revised-statutes / Title 12 / Section 140.17
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1988, No. 173, §1, eff. June 29, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1202 — LA Code / Code revised-statutes / Title 12 / Section 1-1202
Shareholder approval of certain dispositions
Status: in_force

A. A sale, lease, exchange, or other disposition of assets, other than a disposition described in R.S. 12:1-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent of total assets at the end of the most recently completed fiscal year, and twenty-five percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.

B. A disposition that requires approval of the shareholders under Subsection A of this Section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board of directors shall transmit to the shareholders the basis for so proceeding.

C. The board of directors may condition its submission of a disposition to the shareholders under Subsection B of this Section on any basis.

D. If a disposition is required to be approved by the shareholders under Subsection A of this Section, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.

E. Unless the articles of incorporation or the board of directors acting pursuant to Subsection C of this Section requires a greater vote, the approval of a disposition by the shareholders shall require the approval of at least a majority of the votes entitled to be cast on the disposition.

F. After a disposition has been approved by the shareholders under Subsection B of this Section, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

G. A disposition of assets in the course of dissolution under Part 14 of this Chapter is not governed by this Section.

H. The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:33 — LA Code / Code revised-statutes / Title 12 / Section 33
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2014.
La. Rev. Stat. § 12:261 — LA Code / Code revised-statutes / Title 12 / Section 261
Reorganization under Act of Congress
Status: in_force

A. Whenever a plan of reorganization of a corporation has been confirmed by a decree or order of a court in proceedings under any applicable Act of Congress relating to reorganization of corporations, the corporation shall have authority, without action of its members or directors, to put into effect and carry out the plan, and decrees and orders of the court relative thereto, and to take any proceeding or action for which provision is made in any law governing the corporation or for which provision is or might be made in its articles or by-laws and which is provided for in such plan or directed by any such decree or order.

B. Such authority may be exercised, and such proceedings and actions may be taken, as may be directed by any such decree or order, by the trustee or trustees of the corporation appointed in the reorganization proceeding, or if none is acting, by any person or persons designated or appointed for the purpose by any such decree or order, with like effect as if exercised and taken by unanimous action of the directors and members of the corporation.

C. Any certificate, required or permitted by law to be filed or recorded to accomplish any corporate purpose, shall be signed, and verified or acknowledged, under any such decree or order, by such trustee or trustees or the person or persons to whom reference is made in subsection B, and shall state (1) that provision for such certificate is contained in the plan of reorganization or in a decree or order of court relative thereto, (2) that the plan has been confirmed as provided in an applicable Act of Congress specified in the certificate, (3) the title and venue of the proceeding, and (4) the date when the decree or order confirming the plan was made.

D. Notwithstanding the provisions of R.S. 12:248, shareholders shall have no right to receive payment for their shares by virtue of any action taken pursuant to this section, and shall have only such rights, if any, as are provided in the plan of organization.

E. Notwithstanding the provisions of R.S. 12:213 and 215, the corporation may, after confirmation of such a plan, issue its shares for the consideration specified in the plan of reorganization, and may issue obligations, rights or options for purchase or conversion of or into shares upon such terms and conditions as may be set forth in such plan.

F. If, in any proceeding under any applicable Act of Congress relating to reorganization of corporations, a decree or order provides for the formation of a new corporation to do business in this state under a name the same as or similar to that of the corporation being reorganized, the articles of the new corporation shall set forth that they are executed pursuant to such decree or order and shall be endorsed with the consent of the court having jurisdiction of the proceeding. After such articles have been filed, the corporation being reorganized shall not continue the use of its name except in connection with the reorganization proceeding and as may be necessary to adjust and wind up its affairs, and thirty days after such filing, the reorganized corporation shall be automatically placed in liquidation. To the extent that the liquidation of such corporation is not accomplished as a part of the proceeding or prescribed by the decree or order of such court, it shall proceed in accordance with the provisions of this Chapter.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1025 — LA Code / Code revised-statutes / Title 12 / Section 1025
Short title
Status: in_force

This Chapter may be known and may be referred to by the short title "Professional Accounting Corporations Law".

Added by Acts 1970, No. 191, §1.
La. Rev. Stat. § 12:1821 — LA Code / Code revised-statutes / Title 12 / Section 1821
Standard of conduct for directors
Status: in_force

A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:

(1) Shall consider the effects of any action or inaction upon all of the following:

(a) The shareholders of the benefit corporation.

(b) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers.

(c) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.

(d) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located.

(e) The local and global environment.

(f) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation.

(g) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

(2) May consider other pertinent factors or the interests of any other group that they deem appropriate.

(3) Shall not be required to give priority to the interests of a particular person or group referred to in Paragraph (1) or (2) of this Subsection over the interests of any other person or group unless the benefit corporation has stated in its articles the intention to give priority to certain interests related to the accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in the articles.

B. The consideration of interests and factors in the manner required by Subsection A of this Section shall not constitute a violation of R.S. 12:91.

C. A director shall not be personally liable for monetary damages for any of the following:

(1) Any act or omission covered by a provision in the articles of incorporation that eliminates or limits the liability of the director as authorized in R.S. 12:24(C)(4).

(2) Any act or omission as a director if the director performed the duties of office pursuant to R.S. 12:91.

(3) Failure of the benefit corporation to pursue or create a general public benefit or specific public benefit.

D. A director shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:808 — LA Code / Code revised-statutes / Title 12 / Section 808
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional law corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:908 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:265 — LA Code / Code revised-statutes / Title 12 / Section 265
Application to existing corporations
Status: in_force

Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every existing corporation on January 1, 1969 formed under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter; provided that this Chapter shall not affect or impair any right of any existing corporation which is guaranteed or protected by the Constitution of this state or of the United States, except that the corporation shall not hereafter operate in any manner for the purpose of making a pecuniary profit or gain for its members; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1024 — LA Code / Code revised-statutes / Title 12 / Section 1024
Regulation by state board of certified public accountants of Louisiana
Status: in_force

Professional accounting corporations shall be subject to the discipline of the State Board of Certified Public Accountants of Louisiana and its authority to adopt rules and regulations governing the practice of accounting, pursuant to the Louisiana Accountancy Act.

Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
La. Rev. Stat. § 12:1063 — LA Code / Code revised-statutes / Title 12 / Section 1063
Dissolution
Status: in_force

A. The fact that it has no shareholders shall be a ground for involuntary dissolution of a professional chiropractic corporation.

B. In the event of the death of a shareholder of a professional chiropractic corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1133 — LA Code / Code revised-statutes / Title 12 / Section 1133
Corporate authority
Status: in_force

A professional psychology corporation shall engage in no business other than the practice of psychology, but may hold property for investment or in connection with its psychology practice.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:1-1413 — LA Code / Code revised-statutes / Title 12 / Section 1-1413
:1-1413 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1002 — LA Code / Code revised-statutes / Title 12 / Section 1-1002
Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1365 — LA Code / Code revised-statutes / Title 12 / Section 1365
Derivative actions
Status: in_force

A limited liability company shall be treated as an unincorporated association under Chapter 5 of Title II of Book I of the Louisiana Code of Civil Procedure.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1333 — LA Code / Code revised-statutes / Title 12 / Section 1333
Powers of estate of a deceased or incompetent member
Status: in_force

A. Except as otherwise provided in the articles of organization, a written operating agreement, or as provided in R.S. 12:1333.1, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member's membership ceases and the member's executor, administrator, guardian, conservator, or other legal representative shall be treated as an assignee of such member's interest in the limited liability company.

B. If the last remaining member dies, the duly appointed executor or administrator of the member shall have the authority to sell any real estate owned by the limited liability company.

C. If the last remaining member is an individual and a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the curator of the member shall have the authority to sell any real estate owned by the limited liability company.

D. Except as otherwise provided in the articles of organization or a written operating agreement, if a member is a corporation, trust, or other entity and is dissolved or terminated, the member's membership ceases and the member's legal representative or successor shall be treated as an assignee of such member's interest in the limited liability company.

E. If all members die, the succession representative of any of the deceased members may petition the court for dissolution, windup, and liquidation of the limited liability company pursuant to R.S. 12:1334 et seq.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2014, No. 251, §1; Acts 2016, No. 170, §1; Acts 2022, No. 156, §1.
La. Rev. Stat. § 12:1058 — LA Code / Code revised-statutes / Title 12 / Section 1058
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional chiropractic corporation may be taken on the affirmative vote of a majority (or such proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1173 — LA Code / Code revised-statutes / Title 12 / Section 1173
Corporate authority
Status: in_force

A. An architectural-engineering corporation licensed by the State Board of Architectural Examiners and licensed by the Louisiana Professional Engineering and Land Surveying Board may offer and provide architectural services and engineering services in this state.

B.(1) In order to become licensed to practice architecture and to practice engineering, such a corporation on an annual basis shall file with the State Board of Architectural Examiners and with the Louisiana Professional Engineering and Land Surveying Board written requests for such licensure, designating therein the supervising professional architect who shall perform all professional architectural services or who shall directly supervise the performance of all architectural services by said corporation, and further designating the supervising professional engineer who shall perform all professional civil, mechanical, or electrical engineering services or those services in any other discipline of professional engineering which the Louisiana Professional Engineering and Land Surveying Board and the State Board of Architectural Examiners may jointly specify, or who shall directly supervise the performance of all such engineering services by said corporation.

(2) Only those persons may be designated as supervising professional architects or engineers who previously have been licensed by the State Board of Architectural Examiners pursuant to the provisions of R.S. 37:141 et seq., or who previously have been licensed by the Louisiana Professional Engineering and Land Surveying Board and listed as practicing civil, mechanical, or electrical engineering or any other discipline of professional engineering that the Louisiana Professional Engineering and Land Surveying Board may specify pursuant to the provisions of R.S. 37:681 et seq., who are in compliance with said provisions, who are full-time active employees of the corporation and whose primary occupation is with that corporation.

C. The corporation shall authorize such licensed supervisory professional architects or engineers to appear for and act on behalf of the corporation in connection with the execution and performance of all contracts to provide architectural services and civil, mechanical, or electrical engineering services and those of any other discipline of professional engineering which the Louisiana Professional Engineering and Land Surveying Board may specify.

D. In the event that such licensed supervisory professional architect ceases to become a full-time active employee of the corporation or is no longer employed by the corporation on a primary basis, the authority of the corporation thereafter to practice architecture is suspended until such time as the corporation designates another supervising professional architect pursuant to Subsection B hereof.

E. In the event that such licensed supervisory professional engineer ceases to become a full-time active employee of the corporation or is no longer employed by the corporation on a primary basis, the authority of the corporation thereafter to practice engineering in the disciplines of civil, mechanical, or electrical engineering or any other discipline of professional engineering which the Louisiana Professional Engineering and Land Surveying Board may specify, is suspended until such time as the corporation designates another supervising professional engineer pursuant to Subsection B hereof.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
La. Rev. Stat. § 12:1-921 — LA Code / Code revised-statutes / Title 12 / Section 1-921
Action on a plan of domestication
Status: in_force

In the case of a domestication of a domestic business corporation in a foreign jurisdiction, all of the following shall apply:

(1) The plan of domestication must be adopted by the board of directors.

(2) After adopting the plan of domestication, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or R.S. 12:1-826 applies. If either the board of director makes such a determination or R.S. 12:1-826 applies, the board of directors must transmit to the shareholders the basis for so proceeding.

(3) The board of directors may condition its submission of the plan of domestication to the shareholders on any basis.

(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the domestication.

(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of domestication requires the approval of at least a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of each such separate voting group by at least a majority of the votes entitled to be cast on the domestication by that voting group.

(6) Subject to Paragraph (7) of this Section, separate voting by voting groups is required by each class or series of shares that are any of the following:

(a) To be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.

(b) Entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under R.S. 12: 1-1004.

(c) Entitled under the articles of incorporation to vote as a voting group to approve an amendment of the articles.

(7) The articles of incorporation may expressly limit or eliminate the separate voting rights provided for in Subparagraph (6)(a) of this Section.

(8) If any provision of the articles of incorporation, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:966 — LA Code / Code revised-statutes / Title 12 / Section 966
Pledge of state credit prohibited
Status: in_force

Under no circumstances shall the credit of the state be pledged to any corporation organized under the provisions of this Chapter.

Acts 1969, No. 49, §16.
La. Rev. Stat. § 12:1-1601 — LA Code / Code revised-statutes / Title 12 / Section 1-1601
Corporate records
Status: in_force

A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

B. A corporation shall maintain appropriate accounting records.

C. A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

D. A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.

E. A corporation shall keep a copy of all of the following records at its principal office:

(1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in R.S. 12:1-120(L)(5) regarding facts on which a filed document is dependent.

(2) Its bylaws or restated bylaws and all amendments to them currently in effect.

(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.

(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years.

(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under R.S. 12:1-1620.

(6) A list of the names and business addresses of its current directors and officers.

(7) Its most recent annual report delivered to the secretary of state under R.S. 12:1-1621.

(8) Any unanimous governance agreement, as defined in R.S. 12:1-732, then in effect.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:55 — LA Code / Code revised-statutes / Title 12 / Section 55
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1989, No. 175, §§1 and 2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-942 — LA Code / Code revised-statutes / Title 12 / Section 1-942
Effect of foreign nonprofit domestication and conversion
Status: in_force

A. When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective, all of the following shall apply:

(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion or impairment.

(2) The liabilities of the corporation remain the liabilities of the corporation.

(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred.

(4) The articles of nonprofit domestication and conversion, or the articles of incorporation attached to the articles of nonprofit domestication and conversion, constitute the articles of incorporation of the corporation.

(5) Shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction, so long as at least one share is outstanding immediately after the effective time.

(6) The corporation is deemed to be all of the following:

(a) A domestic corporation for all purposes.

(b) The same corporation without interruption as the foreign nonprofit corporation.

(c) Incorporated on the date the foreign nonprofit corporation was originally incorporated.

B. The owner liability of a member of a foreign nonprofit corporation that domesticates and converts to a domestic business corporation shall be as follows:

(1) The domestication and conversion does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of nonprofit domestication and conversion.

(2) The member shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of nonprofit domestication and conversion.

(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred.

(4) The member shall have whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:140.11 — LA Code / Code revised-statutes / Title 12 / Section 140.11
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1988, No. 173, §1, eff. June 29, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.