La. Rev. Stat. § 12:603 — LA Code / Code revised-statutes / Title 12 / Section 603
Transfer to heirs or legatees of deceased stockholder; proof required
Status: in_force

A. When a person dies owning shares in any corporation domiciled or maintaining a share register for the transfer of shares in the state, the corporation may transfer the stock upon its books to the executor, or to the heirs or legatees of the deceased, or their legal representatives.

B. The corporation may transfer to the executor or to the heirs or legatees, if sui juris, or to their tutors, curators, guardians or other legal representatives, if not sui juris, any and all dividends that have accrued thereon.

C. An order of any court of competent jurisdiction ordering the transfer of shares to an executor or the judgment of any court of competent jurisdiction recognizing and putting such heirs or legatees in possession accompanied, if such heirs or legatees be not sui juris, by the letters of their tutors, curators, guardians, or other legal representatives, issued by any court of competent jurisdiction, shall be full and sufficient authority for the making of said transfer. When so made the letters of courts of competent jurisdiction shall be full protection to any such corporation making the transfer.

D. Copies of orders of court ordering the transfer of shares to an executor and copies of judgments recognizing and putting such heirs or legatees in possession and of the letters of such tutors, curators, guardians or other legal representatives rendered or issued by any court of this state, duly certified, or by any court of any other state of the United States, duly certified, according to the acts of Congress, or by any court of the District of Columbia, duly certified according to law, or by any court of any possession or dependency of the United States, duly certified according to law, or by any court of any foreign country, duly certified according to law of such place with the genuineness of the certification attested by a consular agent of the United States, shall be, as to any such corporation, full and conclusive proof of the contents thereof and of the jurisdiction of the court rendering or issuing the same.

E. All corporations are authorized to make such transfers upon the signature of the heirs or legatees of such deceased persons, if sui juris, accompanied by a copy of the judgment recognizing and putting such heirs or legatees in possession, duly certified as hereinabove set forth, or upon the signature of the tutors, curators, guardians, or other legal representatives of the heirs or legatees, if not sui juris, accompanied by a copy of the judgment recognizing and putting such heirs and legatees in possession, duly certified as hereinabove set forth, and a copy of the letters of such tutors, curators, guardians or other legal representatives, duly certified as hereinabove set forth.

F. Repealed by Acts 2010, No. 175, §6.

Renumbered from R.S.1950, §12:503 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 2010, No. 175, §§6, 7.
La. Rev. Stat. § 12:1-706 — LA Code / Code revised-statutes / Title 12 / Section 1-706
Waiver of notice
Status: in_force

A. A shareholder may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. A shareholder's attendance at a meeting does both of the following:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

C. A shareholder attends a meeting if the shareholder is present at the meeting in person or by proxy. If a shareholder attends a meeting by proxy, then for purposes of Subsection B of this Section, an objection by the shareholder's proxy has the same effect as an objection by the shareholder.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:312.1 — LA Code / Code revised-statutes / Title 12 / Section 312.1
Termination of withdrawal proceedings
Status: in_force

At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:312, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by any officer of the corporation. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.

Acts 1986, No. 647, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1324 — LA Code / Code revised-statutes / Title 12 / Section 1324
Interim distributions
Status: in_force

A. Except as provided in this Chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events provided in an operating agreement or as authorized by the members.

B. Interim distribution of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent such operating agreement does not so provide in writing, distributions shall be made equally to the members.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1-1003 — LA Code / Code revised-statutes / Title 12 / Section 1-1003
Amendment by board of directors and shareholders
Status: in_force

A. If a corporation has issued shares, but is not a public corporation, an amendment to the articles of incorporation shall be adopted in the following manner:

(1) Except as provided in R.S. 12:1-1005, 1-1007, and 1-1008, the amendment must be approved by the shareholders.

(2) 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 amendment 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 amendment and must contain or be accompanied by a copy of the amendment. If Paragraph (A)(3) of this Section requires the approval of one or more separate voting groups, in addition to the approval of all shareholders entitled to vote on the amendment, the notice must also identify each class or series of shares that the corporation plans to treat as part of each separate voting group.

(3) Unless the articles of incorporation require a greater vote, approval of the amendment by the shareholders requires the approval of at least a majority of the votes entitled to be cast on the amendment, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in R.S. 12:1-1004(C), the approval of at least a majority of the votes entitled to be cast on the amendment by each such separate voting group.

B. An amendment to the articles of incorporation of a public corporation shall be adopted in the following manner:

(1) The proposed amendment must be adopted by the board of directors.

(2) Except as provided in R.S. 12:1-1005, 1-1007, and 1-1008, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, 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, in which case the board of directors must transmit to the shareholders the basis for that determination.

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

(4) If the amendment is required to be approved by the shareholders, and 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 amendment 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 amendment and must contain or be accompanied by a copy of the amendment. If Paragraph (B)(5) of this Section requires the approval of one or more separate voting groups, in addition to the approval of all shareholders entitled to vote on the amendment, the notice must also identify each class or series of shares that the corporation plans to treat as part of each separate voting group.

(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (B)(3) of this Section, requires a greater vote, approval of the amendment by the shareholders requires the approval of at least a majority of the votes entitled to be cast on the amendment, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in R.S. 12:1-1004(C), the approval of at least a majority of the votes entitled to be cast on the amendment by each such separate voting group.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:113 — LA Code / Code revised-statutes / Title 12 / Section 113
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1310.1 — LA Code / Code revised-statutes / Title 12 / Section 1310.1
Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
Status: in_force

Whenever any immovable property is acquired by one or more persons acting in any capacity for and in the name of any limited liability company which has not been issued a certificate of organization as provided by law, and the limited liability company is subsequently issued a certificate of organization in accordance with the provisions of R.S. 12:1304, the limited liability company's existence shall be retroactive to the date of acquisition of an interest in such immovable property, but such retroactive effect shall be without prejudice to rights validly acquired by third persons in the interim between the date of acquisition and the date that the limited liability company was issued the certificate of organization.

Acts 2005, No. 136, §2, eff. June 22, 2005.
La. Rev. Stat. § 12:1-810 — LA Code / Code revised-statutes / Title 12 / Section 1-810
Vacancy on board
Status: in_force

A. Unless the articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by one of the following methods:

(1) The shareholders may fill the vacancy.

(2) The board of directors may fill the vacancy.

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

B. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.

C. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under R.S. 12:1-807(B) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.7 — LA Code / Code revised-statutes / Title 12 / Section 499.7
Power to make, amend, or repeal by-laws
Status: in_force

The power to make, amend, or repeal by-laws shall be reserved to the stockholders.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:419 — LA Code / Code revised-statutes / Title 12 / Section 419
Filing of articles
Status: in_force

A. Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, as the case may be, when executed by authentic act shall be presented to the secretary of state for filing in the records of his office. If the secretary of state shall find that the articles presented conform to the requirements of this Part, he shall, upon payment of a fee as provided in R.S. 49:222, file the articles so presented in the records of his office, and upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein shall be in effect.

B. The cooperative or corporation shall deliver a certified copy thereof to the recorder of mortgages or clerk of court of the parish in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion, or dissolution shall be located. The recorder of mortgages or clerk of court of any parish upon receipt of any such certified copy, shall file and index the same in the records of his office, but the failure of the secretary of state or of the recorder of mortgages or clerk of court of the parish to comply with the provisions of this Section shall not invalidate such articles. The provisions of this Section shall also apply to certificates of election to dissolve and affidavits of compliance executed pursuant to R.S. 12:418(B).

Acts 1989, No. 143, §1; Acts 2008, No. 913, §2.
La. Rev. Stat. § 12:140 — LA Code / Code revised-statutes / Title 12 / Section 140
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-631 — LA Code / Code revised-statutes / Title 12 / Section 1-631
Corporation's acquisition of its own shares
Status: in_force

A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

B. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:205.1 — LA Code / Code revised-statutes / Title 12 / Section 205.1
Annual report to secretary of state
Status: in_force

A. On or before the anniversary date each year of the corporation, an officer or director of each corporation shall make and sign in its name a report to the secretary of state, stating:

(1) The post office address and the municipal address or location, which shall not be a post office box only, of its registered office.

(2) The name and post office address and municipal address or location, which shall not be a post office box only, of each registered agent.

(3) The names and municipal address, which shall not be a post office box only, of all of its directors and officers, and when the term of each expires.

(4) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the report.

B. The secretary of state may prescribe and furnish forms for filing the annual report.

C. Each corporation, except a church, shall pay a filing fee as provided in R.S. 49:222 at the time of filing such report. No church shall be required to pay the fee.

D.(1) A church which is a member of and in good standing with a statewide church association may file such report through the association. The association shall then furnish the required information to the secretary of state. In lieu of submitting the information on a form supplied by the secretary of state, the association may submit a roster of information, provided that the roster contains the required information.

(2) A church which is a member of and in good standing with a statewide church association shall not be subject to the penalties otherwise applicable to corporations pursuant to this Title for failure to file annual reports.

Acts 1988, No. 95, §1; Acts 1989, No. 410, §1; Acts 1990, No. 22, §1; Acts 1990, No. 745, §2; Acts 2001, No. 1187, §1; Acts 2008, No. 913, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:31 — LA Code / Code revised-statutes / Title 12 / Section 31
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1970, No. 50, §2, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1196 — LA Code / Code revised-statutes / Title 12 / Section 1196
Liability of incorporators, subscribers, shareholders, directors, officers, and agents
Status: in_force

A. A subscriber to, or holder of, shares of a professional occupational therapy corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.

B. A shareholder shall not be personally liable for any debt or liability of the corporation.

C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer, or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:147 — LA Code / Code revised-statutes / Title 12 / Section 147
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1865 — LA Code / Code revised-statutes / Title 12 / Section 1865
Authorization of the department to employ investigators
Status: in_force

The department may employ investigators to investigate complaints received against the group self-insurance fund authorized to do business in this state and against any unauthorized group self-insurance fund that is reported to be operating in this state.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-704 — LA Code / Code revised-statutes / Title 12 / Section 1-704
Action without meeting
Status: in_force

A. Action required or permitted by this Chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. The articles of incorporation may provide that any action required or permitted by this Chapter to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

C. If an earlier date has not been fixed under R.S. 12:1-707 and if prior board action is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under R.S. 12:1-707 and if prior board action is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date on which a consent delivered to the corporation as required by this Section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action are delivered to the corporation.

D. A consent signed pursuant to the provisions of this Section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.

E. If this Chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten days after written consents sufficient to take the action have been delivered to the corporation, or such later date that tabulation of consents is completed pursuant to an authorization under Subsection D of this Section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this Chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

F. If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten days after written consents sufficient to take the action have been delivered to the corporation, or such later date that tabulation of consents is completed pursuant to an authorization under Subsection D of this Section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this Chapter, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

G. The notice requirements in Subsections E and F of this Section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided that this Subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-863 — LA Code / Code revised-statutes / Title 12 / Section 1-863
Shareholders' action
Status: in_force

A. Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after notice to shareholders describing the action to be taken respecting the transaction, provision to the corporation of the information referred to in Subsection B of this Section, and communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.

B. A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under Subsection C of this Section, and the identity of the holders of those shares.

C.(1) For purposes of this Section, "holder" means and "held by" refers to shares held by a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial shareholder.

(2) For the purposes of this Section, "qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows or, under Subsection B of this Section, is notified are held by a director who has a conflicting interest respecting the transaction or a related person of the director, excluding a person described in R.S. 12:1-860(5)(f).

D. A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this Section. Subject to the provisions of Subsection E of this Section, shareholders' action that otherwise complies with this Section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.

E. If a shareholders' vote does not comply with Subsection A of this Section solely because of a director's failure to comply with Subsection B of this Section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.

F. Where shareholders' action under this Section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1344 — LA Code / Code revised-statutes / Title 12 / Section 1344
Name of authorized foreign limited company
Status: in_force

A certificate of authority shall not be issued to a foreign limited liability company unless the name of such company satisfies the requirements of R.S. 12:1306. If the name of a foreign limited liability company does not satisfy the requirements of R.S. 12:1306(A)(1), to obtain or maintain a certificate of authority, the foreign limited liability company may add the words "limited liability company" or the abbreviation "L.L.C." or "L.C." to its name for use in this state. If its real name is unavailable, the foreign limited liability company may add a distinguishing term upon the records of the secretary of state to its name for use in this state.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:1-1330 — LA Code / Code revised-statutes / Title 12 / Section 1-1330
Court action
Status: in_force

A. If a shareholder makes demand for payment under R.S. 12:1-1326 which remains unsettled, the corporation shall commence a summary proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to R.S. 12:1-1326, plus interest, within ten days after the expiration of the sixty-day period.

B. The corporation shall commence the proceeding in the district court of the parish where the corporation's principal office or, if none, its registered office in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the parish in this state where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.

C. The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, and all parties must be served with a copy of the petition. Nonresidents may be served as provided by law.

D. The jurisdiction of the court in which the proceeding is commenced under Subsection B of this Section is exclusive. The court may appoint an appraiser to file a written report with the court on the question of fair value. The appraiser shall have the powers described in the appointing order, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. If the court appoints an appraiser, the appraiser's written report shall be treated as the report of an expert witness, and the corporation and shareholders demanding appraisal shall be entitled to depose and to examine and cross-examine the appraiser as an expert witness.

E. Each shareholder made a party to the proceeding is entitled to judgment for either of the following:

(1) The amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares.

(2) The fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under R.S. 12:1-1325.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:111 — LA Code / Code revised-statutes / Title 12 / Section 111
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1121 — LA Code / Code revised-statutes / Title 12 / Section 1121
Merger and consolidation
Status: in_force

Professional optometry corporations may be merged into or consolidated only with other professional optometry corporations.

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1355 — LA Code / Code revised-statutes / Title 12 / Section 1355
Authority to investigate; penalty
Status: in_force

A. The secretary of state may investigate any foreign limited liability company transacting business in this state which does not have a certificate of authority to transact business in this state.

B. The secretary of state may impose a penalty of not more than one thousand dollars per violation against any foreign limited liability company transacting business in this state without a valid certificate of authority.

C. The secretary of state shall adopt a schedule of penalties to be imposed under the provisions of this Section in accordance with the provisions of the Administrative Procedure Act.

D. If a penalty imposed under the provisions of this Section is not timely paid by a foreign limited liability company, the attorney general shall institute proceedings against the foreign limited liability company to collect such penalty.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:905 — LA Code / Code revised-statutes / Title 12 / Section 905
Shares
Status: in_force

A. There shall be only one class of shares of a professional medical 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 medicine in this state, and who holds his shares in his own right, or another professional medical 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 medical services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:913(B).

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

Added by Acts 1968, No. 27, §1. Amended by Acts 1972, No. 319, §1; Acts 1979, No. 172, §1.
La. Rev. Stat. § 12:1118 — LA Code / Code revised-statutes / Title 12 / Section 1118
Shareholders' agreements
Status: in_force

A. Any lawful provision regulating the affairs of a professional optometry 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 opened daily during business hours to the inspection of any shareholder or his attorney or legal representative.

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:308 — LA Code / Code revised-statutes / Title 12 / Section 308
Registered agent; registered office; principal business establishment; keeping of records by foreign corporation
Status: in_force

A. Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state:

(1) At least one registered agent, which agent may be any of the following:

(a) An individual resident in this state whose business office is identical with the corporation's registered office.

(b) An individual attorney or a partnership which is authorized to practice law in this state.

(c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical with such registered office, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a corporation for service of process, and which has on file with the secretary of state both a certificate or amended certificate setting forth the names of at least two individuals in such office, each of whom is authorized to receive any process served on it as such agent and a notarized affidavit of acknowledgement and acceptance signed by each registered agent. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Section shall not be a defense to proper service of process on the corporation.

(2) A registered office, which may, but need not, be the same as its business office in this state.

B.(1) A foreign corporation authorized to transact business in this state may change its registered office, its registered agent, or its principal business establishment in this state, upon filing in the office of the secretary of state a statement setting forth:

(a) The name of the corporation.

(b) If the address of its registered office is to be changed, the address to which the registered office is to be changed.

(c) If its registered agent is to be changed, the name of its successor registered agent. Attached thereto shall be a notarized affidavit of acknowledgement and acceptance signed by the successor registered agent.

(d) If its registered agent is an individual or a corporation, that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

(e) If the address of the principal business establishment is to be changed, the address to which such principal business establishment is to be changed.

(2) The statement shall be executed by the corporation by its president or a vice president, and acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, as the case may be, shall become effective.

C. A similar statement executed by the registered agent shall be filed in like manner within thirty days after any change in the name of a corporate or partnership registered agent.

D. Any registered agent of a foreign corporation may resign as such agent upon filing a written notice of his resignation, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the corporation at its principal business office address. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. If the registered agent resigns, or if for any other reason the corporation ceases to maintain a registered agent, a successor agent shall be appointed, under the procedure set forth in Subsection B of this Section, within thirty days after termination of the tenure of the former agent.

E. If the corporation's registered office should be vacated, a new office shall be designated, under the procedure set forth in Subsection B of this Section, within thirty days. If such designation is not made, the office of the secretary of state may thereafter be treated as the registered office of the corporation by any person other than the corporation itself.

F. Every corporation shall keep at its principal place of business in or outside the state, records in written form or in any other form capable of being converted into written form within a reasonable time, showing correct accounts of its properties and business transactions in this state. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the corporation is engaged in this state in a business which will subject it to liability for state severance taxes, a complete account of all severances produced from its operations in this state. Such records may be in written form or in any other form capable of being converted into written form within a reasonable time.

G. The secretary of state may prescribe and furnish forms for filing the statement of change and agent resignation.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§24, 25, emerg. eff. June 18, 1970 at 5:05 P.M.; Acts 1974, No. 477, §3; Acts 1976, No. 458, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1987, No. 769, §1; Acts 2003, No. 366, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:316 — LA Code / Code revised-statutes / Title 12 / Section 316
Fees
Status: in_force

A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:

(1) For filing and recording application for certificate of authority and certificate of existence, or a certificate of good standing.

(2) For filing and recording application for amended certificate of authority to change the name of the corporation.

(3) For filing and recording withdrawal proceedings.

(4) For filing and recording reinstatement proceedings.

(5) For filing and recording certificate of merger.

(6) For filing and recording termination of withdrawal proceedings.

B.(1) Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.

(2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, appointment of officers and directors, and for annual reports.

Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1., eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 1986, No. 649, §1; Acts 2008, No. 913, §2.
La. Rev. Stat. § 12:1077 — LA Code / Code revised-statutes / Title 12 / Section 1077
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

A. A subscriber to, or holder of, shares of a professional nursing corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.

B. A shareholder shall not be personally liable for any debt or liability of the corporation.

C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:1085 — LA Code / Code revised-statutes / Title 12 / Section 1085
Short title
Status: in_force

This Chapter shall be known and may be referred to by the short title "Professional Nursing Corporations Act."

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:1-821 — LA Code / Code revised-statutes / Title 12 / Section 1-821
Action without meeting
Status: in_force

A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.

B. Action taken under this Section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

C. A consent signed under this Section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-742.1 — LA Code / Code revised-statutes / Title 12 / Section 1-742.1
Petition in derivative proceeding
Status: in_force

The petition in a derivative proceeding shall do all of the following:

(1) Allege that the plaintiff meets the standing requirements of R.S. 12:1-741.

(2) Allege either that the plaintiff made demand upon the corporation at least ninety days before the filing of the petition as required by R.S. 12:1-742 or that the plaintiff made the demand and, for reasons alleged in the petition, the filing of the petition before the expiration of the ninety-day period complies with R.S. 12:1-742.

(3) Join as defendants the corporation and the obligor on the obligation sought to be enforced.

(4) Include a prayer for judgment in favor of the corporation and against the obligor on the obligation sought to be enforced.

(5) Be verified by the affidavit of the plaintiff or his counsel.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-843 — LA Code / Code revised-statutes / Title 12 / Section 1-843
Resignation and removal of officers
Status: in_force

A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.

B. An officer may be removed at any time with or without cause by any of the following:

(1) The board of directors.

(2) The appointing officer, unless the bylaws or the board of directors provide otherwise.

(3) Any other officer if authorized by the bylaws or the board of directors.

C. In this Section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:452 — LA Code / Code revised-statutes / Title 12 / Section 452
Board of directors
Status: in_force

A. The affairs of the association shall be managed by a board of not less than five directors, elected by the members from their own members. The board shall have all rights and powers of the board of a business corporation organized under Chapter 1, and such other powers as may be necessary to the proper execution of this Part.

B. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such cases, the bylaws shall specify the number of directors to be elected by each district, the manner and method of re-appointing the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and that the results of all such primary elections shall be ratified by the next regular meeting of the association or that they may be considered final as to the association. Such directors shall represent primarily the interests of the general public in such association. Directors so appointed need not be members, but shall have the same powers and rights as the other directors. Such directors shall not number more than one-fifth of the entire number of directors.

C. The directors may provide a fair remuneration for the time actually spent by its officers, directors and employees in its service. No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members.

D. The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board. When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts. In such case, the board of directors shall immediately call special election, to be participated in by the members in that district, to fill the vacancy.

Renumbered from R.S.1950, §12:362 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:499.5 — LA Code / Code revised-statutes / Title 12 / Section 499.5
Articles of organization
Status: in_force

Three or more persons who are residents of this state, may organize a cooperative housing corporation by filing articles of organization with the secretary of state. The articles shall meet the requirements of Chapter 2 of this Title, and in addition, shall state the following:

(1) Whether transfer of corporation stock is restricted.

(2) Whether or not the corporation shall be authorized to pay dividends on its stock, but no cooperative housing corporation shall pay a dividend of more than six percent, noncumulative, upon its stock.

(3) Whether the transfer value of corporation stock is restricted.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1366 — LA Code / Code revised-statutes / Title 12 / Section 1366
Applicability of provisions to foreign and interstate commerce
Status: in_force

A. Whenever a conflict arises between the law of this state and the laws of any other state with regard to the liability of members of a limited liability company organized and existing under this Chapter for the debts, obligations, and liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, the laws of this state shall be deemed to govern in determining such liability.

B. It is the intention of the legislature by the enactment of this Chapter that the legal existence of limited liability companies formed under this Chapter be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the protection of full faith and credit under Article IV of the Constitution of the United States.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:990 — LA Code / Code revised-statutes / Title 12 / Section 990
Directors
Status: in_force

Only voting shareholders, or voting shareholders of another professional dental 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 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1.
La. Rev. Stat. § 12:25.1 — LA Code / Code revised-statutes / Title 12 / Section 25.1
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 280, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

{{NOTE: ACTS 1987, NO.280, §2, PROVIDES THAT R.S. 12:25.1 IS REMEDIAL AND HAS LIMITED RETROACTIVITY.}}
La. Rev. Stat. § 12:1-951 — LA Code / Code revised-statutes / Title 12 / Section 1-951
Plan of entity conversion
Status: in_force

A. A plan of entity conversion must include all of the following:

(1) A statement of the type of entity the surviving entity will be and, if it will be a foreign entity, its jurisdiction of organization.

(2) The terms and conditions of the conversion.

(3) If the converting entity is a domestic business corporation, the manner and basis of converting the shares of the corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, or into cash, other property, or any combination of the foregoing.

(4) If the converting entity is an unincorporated entity, the manner and basis of converting the interests in the entity into shares, interests, or other securities, obligations, rights to acquire shares, interests, or other securities, or into cash, other property, or any combination of the foregoing.

(5) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.

B. The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following:

(1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, or the cash or other property to be received under the plan by the shareholders.

(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to R.S. 12:1-1005.

(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.

C. Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:53 — LA Code / Code revised-statutes / Title 12 / Section 53
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:252 — LA Code / Code revised-statutes / Title 12 / Section 252
Qualifications of liquidator; filling vacancies in the office of liquidator
Status: in_force

A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other business associate of any judge, or of the spouse of any judge, of the court, or (2) a person who is, or within twelve months next preceding such appointment has been, with regard to the court, a district attorney, assistant district attorney, clerk of court, deputy clerk of court, sheriff, deputy sheriff, bailiff, crier, minute clerk, reporter, stenographer or other court attache or other employee.

B. Unless otherwise provided by the members or incorporators, a vacancy occurring by death, resignation or otherwise in the office of liquidator, when the proceeding is not subject to the supervision of the court, may be filled by the members or incorporators. At any meeting of members called for this purpose, those present or represented by proxy thereat shall constitute a quorum. In case of a proceeding under the supervision of the court, the vacancy shall be filled by the court.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1143 — LA Code / Code revised-statutes / Title 12 / Section 1143
Regulation by the Louisiana State Board of Examiners of Psychologists
Status: in_force

Professional psychology corporations shall be subject to the discipline of the Louisiana State Board of Examiners of Psychologists and to its authority to adopt rules and regulations governing the practice of psychology.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:1-626 — LA Code / Code revised-statutes / Title 12 / Section 1-626
Shares without certificates
Status: in_force

A. If a corporation is eligible to issue shares without certificates, the board of directors of the corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates, except to the extent that its articles of incorporation or bylaws provide otherwise. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

B. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by R.S. 12:1-625(B) and (C), and, if applicable, R.S. 12:1-627.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:454 — LA Code / Code revised-statutes / Title 12 / Section 454
Certificates of membership and shares of stock
Status: in_force

A. When a member of an association established without capital stock, has paid his membership fee in full, he shall receive a certificate of membership.

B. No association shall issue a certificate of stock to a member until it has been fully paid for. The promissory note of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote or hold office.

C. Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association A member shall be liable for the sum remaining unpaid on his membership fee or on his subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.

D. No stockholder of an association shall own more than one-tenth of the common stock of the association. An association, in its bylaws, may limit the amount of common stock which one member may own to any amount less than one-tenth of the common stock.

E. No member or stockholder shall be entitled to more than one vote. Any association organized with stock, may issue preferred stock, with or without right to vote. Such stock may be redeemable or subject to retirement by the association, on such terms and conditions as may be provided for by the articles of association. These conditions shall be printed on the stock certificates.

F. The bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the sea food products handled by the association, and such restrictions shall be printed upon every certificate of stock.

G. The association, at any time except when the debts of the association exceed fifty per cent of the assets thereof, may buy or purchase its common stock, at the book value thereof as conclusively determined by the board of directors, and pay for it in cash within thirty days thereafter.

Renumbered from R.S.1950, §12:364 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:982 — LA Code / Code revised-statutes / Title 12 / Section 982
Professional corporations
Status: in_force

One or more natural persons of full age and duly licensed to practice dentistry in this state may form a corporation under Chapter 1 of this Title for the purpose of practicing dentistry. 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 1970, No. 127, §1.
La. Rev. Stat. § 12:1-303 — LA Code / Code revised-statutes / Title 12 / Section 1-303
Emergency powers
Status: in_force

A. In anticipation of or during an emergency defined in Subsection D of this Section, the board of directors of a corporation may do any of the following:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

B. During an emergency defined in Subsection D of this Section, unless emergency bylaws provide otherwise, all of the following provisions shall apply:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.

(2) Any or all directors may participate in a regular or special meeting of the board by, and the meeting may be conducted through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

(3) A director participating in a meeting by the means authorized in Paragraph (2) of this Subsection is deemed to be present in person at the meeting.

(4) Unless the application of Paragraphs (2) and (3) of this Subsection is sufficient to attain a quorum of directors, a quorum of directors consists of the number of directors who participate in a meeting if both of the following conditions are met:

(a) Reasonable efforts have been made to provide actual knowledge of the meeting to all directors.

(b) All of the directors who have actual knowledge of the meeting, and who could participate in the meeting lawfully and without undue hardship or risk of injury, do participate in the meeting.

(5) If business is conducted at a meeting of directors at which a quorum would be present only by application of the rule in Paragraph (4) of this Subsection, a quorum of directors under Paragraph (4) of this Subsection is presumed to be present.

C. Corporate action taken in good faith during an emergency under this Section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.

D. An emergency exists for purposes of this Section if a catastrophic event makes it impracticable, without applying the rules stated in Subsection B of this Section, to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1333.1 — LA Code / Code revised-statutes / Title 12 / Section 1333.1
Single-member limited liability company; powers of the estate succession representative
Status: in_force

A. Notwithstanding any provision of law to the contrary, the death of the member of a single-member limited liability company shall not result in the termination of the interest of the deceased single member in that limited liability company or in the termination of that limited liability company, but instead the interest of the member in the single-member limited liability company shall be fully heritable.

B. Unless otherwise provided in the articles of organization or a written operating agreement, and notwithstanding the provisions of R.S. 12:1333, upon the death of the member of a single-member limited liability company, the deceased member's properly appointed succession representative, on behalf of the deceased member's estate, may exercise all of the deceased member's rights for the purpose of settling or administering the member's estate, including all financial and management rights related to the single-member limited liability company held by the deceased member at the time of his death.

C. Unless otherwise provided in the articles of organization or a written operating agreement, once the deceased member's interest in a single-member limited liability company is transferred to any heir or legatee, as recognized by a judgment of possession, the heir or legatee shall have full rights of membership in the limited liability company, including all financial and management rights.

D. For purposes of this Section, a "single-member limited liability company" means a limited liability company that had no assignees and only one member at the time of the member's death.

E. The provisions of this Section shall be subject to and shall not supersede any rules, regulations, or laws governing or restricting the ownership or practice of any regulated industry or profession.

Acts 2022, No. 156, §1.
La. Rev. Stat. § 12:210 — LA Code / Code revised-statutes / Title 12 / Section 210
Members, shareholders and certificates
Status: in_force

Except as provided in R.S. 12:209:

A. A corporation may be organized on either a stock basis or a non-stock basis or both, as set forth in its articles.

B. The shares of corporations organized in whole or in part on a stock basis shall be of such classes, series and par values (or without par value) as the articles shall provide, and shall be represented by share certificates. A corporation may, but need not, issue certificates for fractional shares. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall have all rights of a shareholder except voting rights.

C. A corporation organized solely on a non-stock basis shall not issue shares of stock. Non-shareholding membership may be evidenced by certificates of membership.

D. Each stock or membership certificate shall be signed by the president and secretary, or by such other officer or officers of the corporation as the articles or by-laws may provide. No certificate shall be invalid by reason of the fact that any officer, whose real or facsimile signature appears thereon, ceased to be an officer of the corporation before the certificate was issued. A certificate for shares having no par value shall not state any par value, nor any value thereof in money, except as to liquidation preference or redemption price. If fractional shares represented by a certificate are subject to any limitations or restrictions other than on voting rights, these restrictions or limitations shall appear on the certificate. No by-law or other restrictions upon the transfer of shares, no provision for compulsory offer of shares for purchase by or sale to the corporation, and no lien or privilege in favor of a corporation on shares of its own stock, shall be recognized or enforced unless such restriction or provision, or the right of the corporation to such privilege, is set forth or summarized, or a reference thereto and information as to where the same may be inspected is contained in the certificate. Every certificate shall state:

(1) The name of the corporation;

(2) That the corporation is a nonprofit corporation incorporated under the laws of this state;

(3) The name of the registered holder of the shares or membership represented thereby;

(4) The number and class, and designation or series, if any, of shares represented thereby;

(5) The par value of the shares represented thereby, or a statement that such shares have no par value;

(6) The class of membership represented thereby;

(7) If the shares or membership represented thereby are assessable or subject to the levy of dues, a statement to that effect, which shall constitute notice of the corporation's rights and remedies under any provision included in its articles or by-laws pursuant to R.S. 12:218(C); and

(8) If issued by a corporation which is authorized to issue shares, or has memberships, of more than one class, either (a) a summary of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred or special shares in series, the designations, relative rights, preferences and limitations of each such series, or a summary of the designations, relative rights, preferences and limitations of each class of membership, as the case may be, or (b) that the corporation will furnish such a summary to any member upon request and without charge.

E. Except as otherwise provided by law or by the articles or by-laws, each share shall entitle the holder to one vote and to equal participation with every other share in the net assets upon dissolution, and each non-shareholding member shall be entitled to one vote and to equal participation with every other such member in the net assets upon dissolution.

F. No dividends or other similar pecuniary remuneration shall be paid on any shares or membership, nor shall the members be entitled, during the existence of the corporation, to any portion of the earnings of the corporation derived through increment of value on its property, or otherwise incidentally made.

G. Shares shall be transferable by assignment or sale, or by inheritance or testament, upon the death of the owner, unless the articles provide otherwise. Membership shall not be transferable or heritable unless the articles otherwise provide. The transfer of shares and memberships may be regulated by by-laws not inconsistent with the provisions of the articles or Part II of Chapter 6 of this Title.

H. A corporation shall have the power to exclude from further membership, any member who fails to comply with the reasonable and lawful requirements of the rules and regulations made by the corporation for the government of its members.

I. Except as otherwise provided in the articles or by-laws, a corporation, and its directors, officers and agents, may recognize and treat a person registered on its records as a member or as the owner of shares, as such member or as the owner of such shares in fact for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to such membership or the ownership of such shares, notwithstanding any actual or constructive notice which the corporation, or any of its directors, officers or agents, may have to the contrary.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:78 — LA Code / Code revised-statutes / Title 12 / Section 78
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1438 — LA Code / Code revised-statutes / Title 12 / Section 1-1438
Conversion of oppression proceeding into court-supervised dissolution
Status: in_force

A. A corporation may by contradictory motion convert a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 into a proceeding for a court-supervised dissolution of the corporation if the dissolution is approved as provided in R.S. 12:1-1402. If the court finds after the hearing on the conversion motion that the dissolution was approved as provided in R.S. 12:1-1402, it shall do all of the following:

(1) Render a judgment dissolving the corporation as provided in R.S. 12:1-1433.

(2) Dismiss the withdrawal or valuation cause of action.

(3) Make the complaining shareholder in the dismissed cause of action a party to the court-supervised dissolution proceeding.

(4) Appoint a liquidator in accordance with R.S. 12:1-1432, or order the corporation to submit to the court for its approval a plan of liquidation and such interim and final reports on the liquidation as the court may consider necessary to protect the interests of the complaining shareholder.

B. A motion under Subsection A of this Section may be filed at any time before final judgment.

C. If a corporation dissolves or terminates while a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 is pending, but does not file a motion to convert the proceeding as provided in Subsection A of this Section, the complaining shareholder in the proceeding may by contradictory motion seek to convert the proceeding into one for a court-supervised dissolution of the corporation. If the court finds that the conversion is necessary to protect the interests of the shareholder, it shall grant the motion and take the actions contemplated by Subsection A of this Section for the conversion of a proceeding to a court-supervised dissolution.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1823 — LA Code / Code revised-statutes / Title 12 / Section 1823
Standard of conduct for officers
Status: in_force

A. Each officer of a benefit corporation shall consider the interests and factors described in R.S. 12:1821 in the manner provided in that Section if all of the following applies:

(1) The officer has discretion to act with respect to the matter.

(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of the benefit corporation.

B. The consideration of interests and factors pursuant to Subsection A of this Section shall not constitute a violation of R.S. 12:91.

C. An officer shall not be personally liable for monetary damages for either of the following:

(1) An action or omission as an officer if the officer performed the duties of the position pursuant to R.S. 12:91.

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

D. An officer 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. § 12:1164 — LA Code / Code revised-statutes / Title 12 / Section 1164
Regulation by Louisiana Board of Veterinary Medicine
Status: in_force

Professional medical corporations shall be subject to the discipline of the Louisiana Board of Veterinary Medicine and to its authority to adopt rules and regulations governing the practice of medicine.

Added by Acts 1982, No. 218, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
La. Rev. Stat. § 12:407 — LA Code / Code revised-statutes / Title 12 / Section 407
Bylaws
Status: in_force

A. The original bylaws of a cooperative shall be adopted by its board of directors. The first bylaws of a new cooperative resulting from a consolidation, or the surviving cooperative resulting from a merger, or the converted corporation resulting from a conversion, as provided in this Part, shall be adopted by the board of directors named in articles of conversion, merger, or consolidation, as the case may be.

B. Bylaws may be adopted, amended, or repealed by the members or the board of directors. However, only the members may amend the bylaws when the amendment concerns the dissolution of the cooperative or the sale, lease, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative. The board of directors shall not adopt any bylaws in conflict with the provisions of R.S. 12:414, 418, or 421.

C. In the event voting by mail is authorized in the bylaws, the board of directors is authorized to prescribe conditions necessary for voting by mail, including the percentage of members required to constitute a quorum. However, only the members may prescribe conditions in the bylaws for voting by mail or the constituting of a quorum when the provisions of the bylaws relate to the dissolution of the cooperative or the sale, lease, merger, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative.

D. The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this Part or with its articles of incorporation. Nothing herein or in this Part shall limit the rights of members provided for in R.S. 12:417 or any rights otherwise granted in the bylaws and articles of incorporation which may authorize voting by mail or proxy.

E. Nothing herein or in this Part shall limit the right of the board of directors of the cooperative, as provided in R.S. 12:421(2), without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed of trust or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, or permits of the cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, any provision of the articles of incorporation or bylaws of a cooperative to the contrary notwithstanding.

Renumbered from R.S.1950, §12:307 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 108, §1, eff. June 22, 1978; Acts 2010, No. 202, §1, eff. Jan. 1, 2011; Acts 2012, No. 328, §1.
La. Rev. Stat. § 12:137 — LA Code / Code revised-statutes / Title 12 / Section 137
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 1991, No. 914, §1, eff. July 23, 1991.
La. Rev. Stat. § 12:1405 — LA Code / Code revised-statutes / Title 12 / Section 1405
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 social work or another professional social work corporation in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of social work services by, the corporation, or to have access to any records or communications pertaining to social work services rendered by, or any other affairs of, 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. 12:1408.

C. There shall be no provision for compulsory offer of shares for purchase or by 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.

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1364 — LA Code / Code revised-statutes / Title 12 / Section 1364
Filing, service, and copying fees
Status: in_force

A. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every domestic limited liability company:

(1) For filing and recording articles of organization, amended articles of organization, articles of dissolution, reinstatement proceedings, merger proceedings for domestic limited liability companies, and certificates of correction.

(2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter.

(3) For supplemental initial reports, certified copies with amendments, copies with amendments, agent resignation, appointment of registered agent, appointment of new agent, change of agent or address, or reservation of limited liability company name.

(4) For filing an annual report.

B. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every foreign limited liability company:

(1) For filing and recording certificates of authority, amended certificates, withdrawal proceedings, termination of withdrawal proceedings, reinstatement proceedings, certificates of correction, and merger proceedings for foreign corporations.

(2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter.

(3) For certified copies with amendments, agent resignations, appointments of registered agents, changes of domicile, appointments of new agents, or changes of agent or address.

(4) For filing an annual report.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2; Acts 2002, 1st Ex. Sess., No. 79, §1, eff. April 18, 2002; Acts 2008, No. 913, §2.
La. Rev. Stat. § 12:410 — LA Code / Code revised-statutes / Title 12 / Section 410
Districts
Status: in_force

Notwithstanding any other provision of this Part, or any other statute, the by-laws may provide for the division and redivision of the territory served or to be served by a cooperative into two or more districts. In such case the by-laws shall prescribe the manner in which the several districts shall function with respect to the nomination and election of directors and otherwise, and may provide for the election and powers of district delegates. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail.

Renumbered from R.S.1950, §12:310 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1017 — LA Code / Code revised-statutes / Title 12 / Section 1017
Liability of incorporators, subscribers, shareholders, directors, officers, and agents
Status: in_force

A. A subscriber to, or holder of, shares of a professional accounting corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and the said obligation shall continue whether or not his rights or shares have been assigned or transferred.

B. The shareholder shall not be personally liable for any debt or liability of the corporation.

C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer, or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such persons, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.

Added by Acts 1970, No. 191, §1; Acts 1987, No. 135, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
La. Rev. Stat. § 12:1154 — LA Code / Code revised-statutes / Title 12 / Section 1154
Corporate authority
Status: in_force

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1-844 — LA Code / Code revised-statutes / Title 12 / Section 1-844
Contract rights of officers
Status: in_force

A. The appointment of an officer does not itself create contract rights.

B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1404 — LA Code / Code revised-statutes / Title 12 / Section 1404
Shares
Status: in_force

A. There shall be only one class of shares of a professional social work 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 social work in this state, and who holds his shares in his own right, or another professional social work 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 social work services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1412.

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1-627 — LA Code / Code revised-statutes / Title 12 / Section 1-627
Restriction on transfer of shares and other securities
Status: in_force

A. The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

B. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by R.S. 12:1-626(B). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

C. A restriction on the transfer or registration of transfer of shares is authorized for any of the following:

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders.

(2) To preserve exemptions under federal or state securities law.

(3) For any other reasonable purpose.

D. A restriction on the transfer or registration of transfer of shares may do any of the following:

(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares.

(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares.

(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

E. For purposes of this Section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:116 — LA Code / Code revised-statutes / Title 12 / Section 116
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1349 — LA Code / Code revised-statutes / Title 12 / Section 1349
Certificate of correction by a foreign limited liability company
Status: in_force

A. Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction.

B. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.

C. A certificate of correction shall be executed in the name of the limited liability company by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company. The certificate of correction shall be acknowledged by the person who signed it or may be executed by authentic act.

D. The secretary of state may prescribe and furnish forms for filing the certificate of correction.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:459 — LA Code / Code revised-statutes / Title 12 / Section 459
Acquisitions of business, etc., and payment therefor
Status: in_force

Whenever an association organized or existing under this Part, with preferred capital stock, shall purchase the stock or any other property, or any interest in any property of any person, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares of its preferred capital stock to an amount which, at par value, would equal a fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.

Renumbered from R.S.1950, §12:369 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1361 — LA Code / Code revised-statutes / Title 12 / Section 1361
Effects of merger or consolidation
Status: in_force

A. Consummation of a merger or consolidation has the effects provided in this Section:

(1) The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation.

(2) The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease.

(3) The surviving entity or the new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.

(4) All property, movable, immovable, and mixed, and all debts due on whatever account, including promises to make capital contributions, subscriptions for shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity or the new entity without further act or deed.

(5) The title to all immovables and any interest therein vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation.

(6) The surviving entity or the new entity shall thenceforth be responsible and liable for all liabilities and obligations of each of the constituent entities so merged or consolidated. Any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving entity or the new entity may be substituted in the action.

(7) Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation.

(8) In the case of a merger, the articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity shall be amended to the extent provided in the certificate of merger.

(9) In the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the new entity shall be deemed to be the original articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership of the new entity.

(10) The membership interests in a limited liability company, shares or other interests in a corporation, or interests in a partnership, limited partnership, or partnership in commendam that is a constituent entity, as the case may be, which are to be converted or exchanged into interests, shares, other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.

B. Nothing in this Chapter shall abridge or impair any dissenter's or appraisal rights that may otherwise be available to the members, shareholders, or other holders of an interest in any constituent entity.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:171 — LA Code / Code revised-statutes / Title 12 / Section 171
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 632, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1, eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 2008, No. 913, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-852 — LA Code / Code revised-statutes / Title 12 / Section 1-852
Mandatory indemnification
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1073 — LA Code / Code revised-statutes / Title 12 / Section 1073
The corporate name
Status: in_force

The corporate name shall consist of the full or last names of one or more voting shareholders, former voting shareholders or members of a predecessor nursing or anesthetists' partnership; may include "Limited" or "Ltd."; and shall end with one of the phrases, which may be in parentheses, "A Professional Nursing Corporation," or "A Professional Corporation."

The name need not contain "Incorporated" or "Inc."

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:148 — LA Code / Code revised-statutes / Title 12 / Section 148
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Acts 1984, No. 715, §1, eff. July 12, 1984; Acts 1992, No. 447, §4; Acts 1997, No. 293, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1120 — LA Code / Code revised-statutes / Title 12 / Section 1120
Officers and agents
Status: in_force

A. Only voting shareholders 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 optometry in this state may render optometry services on behalf of a professional optometry corporation.

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1-742.2 — LA Code / Code revised-statutes / Title 12 / Section 1-742.2
Jurisdiction over a director
Status: in_force

A court may exercise personal jurisdiction over a nonresident who is or has been a director of a domestic corporation as to a cause of action arising from a breach by the nonresident of a duty owed to the corporation or its shareholders because of the nonresident's position as a director.

Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1342 — LA Code / Code revised-statutes / Title 12 / Section 1342
Admission of foreign limited liability company
Status: in_force

No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. A foreign limited liability company shall not be denied a certificate of authority because the laws of the state or other jurisdiction under which such limited liability company is organized differ from the laws of this state. However, no foreign limited liability company shall be entitled to procure a certificate of authority to transact in this state any business that a limited liability company organized under this Chapter is not permitted to transact. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization, its internal affairs, and the liability of its managers and members that arise solely out of their positions as managers and members.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:442 — LA Code / Code revised-statutes / Title 12 / Section 442
Purpose of legislation
Status: in_force

It is hereby declared that this Part was enacted in order to promote, foster and encourage the intelligent and orderly marketing of sea food products, skins and furs through cooperation, eliminate speculation, unnecessary middlemen and waste, make the distribution of sea food products, skins and furs as direct as can be efficiently done between producer and consumer, and to stabilize the marketing of such products, and skins and furs.

Renumbered from R.S.1950, §12:352 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:421 — LA Code / Code revised-statutes / Title 12 / Section 421
Disposition of property
Status: in_force

A cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than a majority of all of the members of the cooperative. However, notwithstanding anything herein contained, or any other provisions of law,

(1) The board of directors may sell, lease or otherwise dispose of all or a substantial portion of such property to another cooperative authorized to transact business in the state pursuant to this Part upon the authorization of a majority of those members of the cooperative present at a duly held meeting of the members thereof and

(2) The board of directors of the cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed of trust or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, any provision of the articles of incorporation or bylaws of a cooperative to the contrary notwithstanding.

Renumbered from R.S.1950, §12:321 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 14, §1.
La. Rev. Stat. § 12:1603 — LA Code / Code revised-statutes / Title 12 / Section 1603
Tax filing requirements
Status: in_force

Short period tax returns shall be filed for the converting entity as required by Title 47 of the Revised Statutes if the surviving entity's tax classification is different from the converting entity's tax classification.

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:136 — LA Code / Code revised-statutes / Title 12 / Section 136
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:208 — LA Code / Code revised-statutes / Title 12 / Section 208
Defense of ultra vires
Status: in_force

A. Invalidity of an act of a corporation, or of a conveyance or transfer of movable or immovable property to or by a corporation, by reason of the fact that the corporation was without capacity or power to perform such act or to make or receive such conveyance or transfer, may be asserted only:

(1) In an action by a member of the corporation to set aside such act, conveyance or transfer, brought within one year after the act was done or the conveyance or transfer was consummated, which time limit shall not be subject to suspension on any ground or interruption on any ground other than timely suit;

(2) In an action by a member against the corporation to enjoin the performance of any act or the transfer of movable or immovable property by or to the corporation. If the unauthorized act, conveyance or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may--if all of the parties to the contract are parties to the action, if the corporation is without capacity or power to perform the act or make or receive the transfer sought to be enjoined, and if the court considers such relief to be equitable--enjoin the performance of such contract, and in so doing may allow to the corporation, or to the other parties to the contract, compensation for any loss or damage sustained by any of them which may result from the action of the court in enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as loss or damage sustained;

(3) In an action in damages by the corporation or by its receiver, trustee or other legal representative, or by its members, in a derivative or representative suit, against the incumbent or former officers or directors of the corporation;

(4) In an action by the state to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.

B. In any action brought pursuant to subsection A(1) or (2) of this section, the plaintiff shall sustain the burden of proof that he has not at any time prior thereto assented to the act, conveyance or transfer in question, and that in bringing the action he is not acting in collusion with officials of the corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1328 — LA Code / Code revised-statutes / Title 12 / Section 1328
Liability upon wrongful distribution
Status: in_force

A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, who knowingly, or without the exercise of reasonable care and inquiry, votes for or assents to a distribution in violation of the articles of organization, an operating agreement, or R.S. 12:1327 shall be jointly and severally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating R.S. 12:1327, the articles of organization, or an operating agreement. Each member shall be liable to the limited liability company for the amount which the member received in violation of this Section.

B. Each member or manager liable under Subsection A of this Section for an unlawful distribution shall be entitled to a contribution from each other member or manager who could be held liable under such Subsection.

C. An action to enforce liability under this Section must be brought within two years from the date of which the effect of the distribution is measured under R.S. 12:1327, except that a member or manager held liable under Subsection A of this Section solely because of having voted for or assented to an unlawful distribution may bring an action to enforce his right of contribution under this Section within two years from the date of payment by the member or manager on account of such liability. These time limits shall not be subject to suspension on any ground, nor to interruption except by timely suit.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1-859 — LA Code / Code revised-statutes / Title 12 / Section 1-859
Exclusivity of Subpart
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Subpart.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:32 — LA Code / Code revised-statutes / Title 12 / Section 32
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1403 — LA Code / Code revised-statutes / Title 12 / Section 1403
Corporate authority
Status: in_force

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:813 — LA Code / Code revised-statutes / Title 12 / Section 813
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional law corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of his 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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:913 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 79, §1.
La. Rev. Stat. § 12:1310 — LA Code / Code revised-statutes / Title 12 / Section 1310
Certificates of correction
Status: in_force

A. If any instrument filed with the secretary of state under this Chapter contains an inaccurate record of the action therein referred to or has been defectively executed, the instrument may be corrected by the filing of a certificate of correction.

B. A certificate of correction shall set forth the following:

(1) The title of the instrument being corrected.

(2) The name of each party to the instrument being corrected.

(3) The date that the instrument being corrected was filed.

(4) The provision in the instrument as previously filed and as corrected and, if execution of the instrument was defective, the manner in which it was defective.

C. A certificate of correction shall not make any other change or amendment that would not have complied in all respects with the requirements of this Chapter at the time the instrument being corrected was filed.

D. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.

E. A certificate of correction shall not:

(1) Change the effective date of the instrument being corrected.

(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original instrument.

F. The certificate of correction shall be executed 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, if management of the limited liability company is reserved to the members. The certificate of correction shall be acknowledged by at least one of the persons who signed it or may be in the form of an authentic act. The certificate of correction shall be filed with the secretary of state, who, after all taxes, fees, and charges have been paid as required by law, shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. The secretary of state may prescribe and furnish forms for filing the certificate of correction.

G. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in each office of the recorder of conveyances, if any, in which the instrument corrected thereby was required to be filed by this Chapter. In the case of a certificate of correction to an agreement or certificate of merger or consolidation authorized under this Chapter, a copy of the certificate of correction shall, within twenty days after filing thereof with the secretary of state, be mailed to each member or former member of any party to the merger or consolidation whose property rights are affected by the correction made therein.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §5, eff. June 27, 1995; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1124 — LA Code / Code revised-statutes / Title 12 / Section 1124
Short title
Status: in_force

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:493 — LA Code / Code revised-statutes / Title 12 / Section 493
Name of Part
Status: in_force

This Part shall be known and may be referred to by the short title: "Real Estate Investment Trust Law."

Added by Acts 1962, No. 330, §1. Renumbered from R.S.1950, §12:397 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1180 — LA Code / Code revised-statutes / Title 12 / Section 1180
Compliance by existing corporation
Status: in_force

If upon the effective date of this Chapter a previously existing engineering corporation or professional architectural corporation desires to operate as an architectural-engineering corporation, it may do so by compliance with the provisions of this Chapter and shall be entitled but not required to form a separate corporation for that purpose.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:420 — LA Code / Code revised-statutes / Title 12 / Section 420
Refunds to members
Status: in_force

A. Revenues of a cooperative for any fiscal year shall first be used to:

(1) Defray expenses of the cooperative and of the operation and maintenance of its facilities during such fiscal year;

(2) Pay interest and principal obligations of the cooperative coming due in such fiscal year;

(3) Finance, or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of directors;

(4) Provide a reasonable reserve for working capital;

(5) Provide a reserve for the payment of indebtedness of the cooperative maturing more than one (1) year after the date of the incurrence of such indebtedness in an amount not less than the total of the interest and payments in respect thereof required to be made during the next following fiscal year; and

(6) Provide a fund for education in cooperation and for the dissemination of information concerning the effective use of electric energy and other services made available by the cooperative.

B. Revenues for any fiscal year in excess of the amount necessary to provide for the items listed in Sub-section A shall, unless otherwise determined by a vote of the board of directors, be distributed by the cooperative to its members as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members paid for during such fiscal year. Nothing herein contained shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the same shall become due.

C.(1) An electric cooperative is hereby authorized to donate capital credits due and payable by the cooperative to its members or former members when unclaimed by its members or former members for a period of two years from the date due and payable. A cooperative is hereby authorized to donate utility deposits due and payable by it to its members or former members when unclaimed by its members or former members for a period of two years from the date due and payable.

(2) Prior to the donation of such unclaimed capital credits and unclaimed utility deposits, an electric cooperative shall file a report in accordance with R.S. 9:168.

(3) The cooperative shall transfer these unclaimed capital credit funds and unclaimed utility deposit funds to an educational fund which shall be used for scholarships to be awarded only to persons who were active members of the cooperative, or the children of such persons, for at least one year as of January 31, 1995. These scholarships shall be donated to a qualified applicant or applicants selected by the board of directors of the cooperative based on qualifications and criteria set by the board and shall be made available only to persons attending an institution of higher education in the state of Louisiana.

(4) If a member or former member, after the expiration of the two-year period, makes a valid claim to capital credits or utility deposits which would have been due to him from the cooperative then the cooperative shall deduct from the fund available for scholarships each year the amount claimed and pay that amount to the member or former member who made the claim.

(5) Any other provision of law or special act governing a specific electric cooperative shall supersede this Subsection if this Subsection is in conflict therewith.

Renumbered from R.S.1950, §12:320 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1995, No. 498, §1.
La. Rev. Stat. § 12:1363 — LA Code / Code revised-statutes / Title 12 / Section 1363
Revocation and reinstatement of articles; limitation on authority to do business within the state
Status: in_force

A. If a limited liability company has failed to designate and maintain a registered office or to designate and maintain a registered agent pursuant to the provisions of R.S. 12:1308 for a period of ninety consecutive days, the secretary of state may revoke the articles of organization of such limited liability company.

B. 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) The limited liability company's articles of organization were procured through fraud practiced upon the state.

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

(3) The limited liability company should not have been formed under this Chapter or has been formed hereunder without substantial compliance with the conditions precedent to organization prescribed by this Chapter.

C. If the secretary of state revokes the articles of organization of a limited liability company, as authorized in Subsection A of this Section, the secretary of state shall cause notice of such revocation to be published in the official journal of the state of Louisiana. The revocation shall become effective thirty days after publication, unless the limited liability company designates and maintains a registered office and registered agent prior to that date.

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

E.(1) The articles of organization shall be reinstated provided that:

(a) A suit for liquidation or receivership of the limited liability company has not been filed at the time reinstatement is applied for.

(b) If a suit for liquidation or receivership of the limited liability company has been so filed, a unanimous written consent to the reinstatement by the members is filed with the secretary of state with the application for reinstatement.

(c) An application for reinstatement signed and acknowledged by a manager, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by a member, if management of the limited liability company is reserved to the members, and the reinstatement fee are filed with the secretary of state within three years from the effective date of the revocation.

(2) The secretary of state shall furnish a certificate of reinstatement upon payment of the reinstatement fee, and filing the unanimous written consent of the members so certified if a suit for liquidation or receivership has been filed, the certificate of reinstatement and articles of organization shall be retroactive, and the certificate and articles of organization shall continue in existence as though the revocation had never occurred.

F. Any revocation of a limited liability company's articles of organization under the provisions of this Section shall not affect any cause of action against such limited liability company or the right to proceed against any property owned by the limited liability company, nor shall such revocation prohibit a limited liability company from selling property belonging to it in the same manner as if the revocation had not occurred.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1076 — LA Code / Code revised-statutes / Title 12 / Section 1076
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 nursing in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or the rendition of nursing services by the corporation, or to have access to any records or communications pertaining to nursing services rendered by, or any other affairs of, 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. 12:1079.

C. There shall be no provision for compulsory offer of shares for purchase 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 1977, No. 730, §1.
La. Rev. Stat. § 12:58 — LA Code / Code revised-statutes / Title 12 / Section 58
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1080 — LA Code / Code revised-statutes / Title 12 / Section 1080
Directors
Status: in_force

Only voting shareholders 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 1977, No. 730, §1.
La. Rev. Stat. § 12:162 — LA Code / Code revised-statutes / Title 12 / Section 162
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:986.1 — LA Code / Code revised-statutes / Title 12 / Section 986.1
Membership interest
Status: in_force

A membership interest in a dental limited liability company shall not be assignable in whole or part except to another natural person licensed to practice dentistry in this state or a professional dental corporation.

Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:1-861 — LA Code / Code revised-statutes / Title 12 / Section 1-861
Judicial action
Status: in_force

A. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of any form of relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.

B. A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if any of the following conditions are satisfied:

(1) Directors' action respecting the transaction was taken in compliance with R.S. 12:1-862 at any time.

(2) Shareholders' action respecting the transaction was taken in compliance with R.S. 12: 1-863 at any time.

(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-857 — LA Code / Code revised-statutes / Title 12 / Section 1-857
Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the individual could be protected against the same liability under R.S. 12:1-832 and whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Subpart.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:988.1 — LA Code / Code revised-statutes / Title 12 / Section 988.1
Action of holders of membership interest
Status: in_force

Any action by, or requiring the assent of, the holders of a membership interest in a dental limited liability company may be taken on the affirmative vote of a majority, or such greater proportion as the dental limited liability company operating agreement may specify, in interest of the membership interest holders present or represented at a meeting duly called and held upon due notice, at which a quorum is present or represented.

Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:72 — LA Code / Code revised-statutes / Title 12 / Section 72
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1991, No. 44, §1, eff. June 23, 1991; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:250.1 — LA Code / Code revised-statutes / Title 12 / Section 250.1
Dissolution by affidavit
Status: in_force

A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.

(2) The secretary of state may prescribe and furnish forms for the affidavit.

B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation.

C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.

Acts 1984, No. 391, §1, eff. July 6, 1984; Acts 1989, No. 142, §1; Acts 1995, No. 465, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:312 — LA Code / Code revised-statutes / Title 12 / Section 312
Withdrawal
Status: in_force

A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate, the corporation shall deliver to the Secretary of State an application for withdrawal, which shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated.

(2) That the corporation is not transacting business in this state.

(3) That the corporation surrenders its authority to transact business in this state.

(4) That the corporation revokes the authority of its registered agent in this state to accept service of process, and consents that service of process in any action or proceeding based on any cause of action arising out of, resulting from or connected with any business transacted by it in this state during the time the corporation was authorized to transact business in this state, be made on the corporation by service thereof on the secretary of state, or on a person in his office designated to receive service of process on corporations.

(5) An address to which the secretary of state may mail a copy of any process which may be so served on the corporation.

(6) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to determination and assessment of any unpaid fees or taxes payable by the corporation as prescribed in this Chapter.

B. The application for withdrawal shall be made on a form prescribed and furnished by the secretary of state, and shall be executed by the corporation by any officer before a notary public, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and shall be acknowledged by him.

C.(1) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of this Chapter, he shall, when 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:

(a) Issue a filed copy of the application endorsed with the month, day, and year of filing.

(b) File the application in his office.

(c) Issue a certificate of withdrawal.

(2) The certificate of withdrawal, and the filed copy of the application for withdrawal, issued by the secretary of state, shall be returned to the corporation or its representative. Upon the issuance of such certificate of withdrawal, the authority of the corporation to transact business in this state shall cease.

Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:915 — LA Code / Code revised-statutes / Title 12 / Section 915
Short title
Status: in_force

This Chapter shall be known and may be referred to by the short title "Professional Medical Corporations Act".

Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:140.12 — LA Code / Code revised-statutes / Title 12 / Section 140.12
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. § 12:215 — LA Code / Code revised-statutes / Title 12 / Section 215
Convertible securities and stock-purchase rights
Status: in_force

A. Unless the articles provide otherwise, a corporation shall have authority, whether or not in connection with the issuance and sale of any of its shares or other securities, to create and issue rights and options in any form, granting to the holders thereof:

(1) The right to convert, upon such terms and conditions as the corporation may deem expedient, shares or obligations into shares of any class; or

(2) The right or option to purchase, upon such terms and conditions as it may deem expedient, shares of any class.

B. Unless the articles provide otherwise, such authority shall be exercised by vote of the board of directors. However, no shares shall be issued pursuant to exercise of option rights created independently of issuance and sale of shares or other securities, unless the creation of such rights shall have been either (1) authorized or approved by the members, or (2) if the optionee is neither a director nor the holder, directly or indirectly, of record or beneficially or both, of more than ten per cent of the total voting power, authorized by vote of at least two-thirds of the directors in office.

C. If the shares (other than treasury shares) in respect of which such option or debt conversion rights are granted, have a par value and are authorized but unissued shares, then such conversion or option rights shall be exercisable at not less than the par value of such shares.

D. If the shares in respect of which such option or debt conversion rights are granted, are without par value or are treasury shares, such conversion or option rights shall be exercisable at such price as determined by the board of directors.

E. Shares shall not be converted into par-value shares (other than treasury shares) having a greater aggregate par value than the aggregate allocated value, at the time of conversion, of the shares to be converted.

F. Converted shares shall be cancelled.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:460 — LA Code / Code revised-statutes / Title 12 / Section 460
Conflicting laws not to apply
Status: in_force

A. Any provisions of law which are in conflict with this Part, shall be construed as not applying to associations.

B. Any exemptions referring to taxes or otherwise, applying to sea food products in the possession or under control of the individual catcher, gatherer or producer, shall apply similarly to such products delivered by its members, in the possession or under control of the association; provided that nothing herein contained shall in any way affect the severance taxes imposed by law upon sea food products.

Renumbered from R.S.1950, §12:370 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-604 — LA Code / Code revised-statutes / Title 12 / Section 1-604
Fractional shares
Status: in_force

A. A corporation may do any of the following:

(1) Issue fractions of a share or pay in money the value of fractions of a share.

(2) Arrange for disposition of fractional shares by the shareholders.

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

B. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by R.S. 12:1-625(B).

C. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

D. The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including either of the following:

(1) That the scrip will become void if not exchanged for full shares before a specified date.

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:517 — LA Code / Code revised-statutes / Title 12 / Section 517
Short title
Status: in_force

This Chapter may be cited as the "Louisiana Unincorporated Association Act".

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:513 — LA Code / Code revised-statutes / Title 12 / Section 513
Involuntary proceedings for dissolution and appointment of liquidator
Status: in_force

An involuntary proceeding for dissolution may be instituted against an unincorporated association by a member or by a creditor whose claim has been reduced to judgment, on which execution has been issued and returned "nulla bona".

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1-1007 — LA Code / Code revised-statutes / Title 12 / Section 1-1007
Restated articles of incorporation
Status: in_force

A. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate the articles of incorporation and all amendments into a single document.

B. If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in R.S. 12:1-1003.

C. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the entire text of the articles as amended by all amendments, together with a certificate which states that the restated articles consolidate the articles of incorporation and all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under R.S. 12:1-1006.

D. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

E. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by Subsection C of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 107, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-858 — LA Code / Code revised-statutes / Title 12 / Section 1-858
Variation by corporate action; application of Subpart
Status: in_force

A. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with R.S. 12:1-851 or advance funds to pay for or reimburse expenses in accordance with R.S. 12:1-853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in R.S. 12:1-853(C) and 1-855(C). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with R.S. 12:1-853 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

B. A right of indemnification or to advances for expenses created by this Subpart or under Subsection A of this Section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under Subsection A of this Section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

C. Any provision pursuant to Subsection A of this Section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by R.S. 12:1-1107(A)(4).

D. A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this Subpart.

E. This Subpart does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.

F. This Subpart does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1011 — LA Code / Code revised-statutes / Title 12 / Section 1011
Terms defined
Status: in_force

As used in this Chapter:

A. "Professional accounting corporation" means a corporation organized pursuant to this Chapter and meeting the requirements to obtain a permit as a certified professional accounting firm as provided for by the Louisiana Accountancy Act, R.S. 37:71 et seq.

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.

C. All terms used both in this Chapter and in the Louisiana Accountancy Act shall have the same meaning when used in this Chapter as when used in the Louisiana Accountancy Act.

Added by Acts 1970, No. 191, §1. Amended by Acts 1979, No. 510, §2; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
La. Rev. Stat. § 12:413 — LA Code / Code revised-statutes / Title 12 / Section 413
Consolidation
Status: in_force

Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative", by complying with the following requirements:

A. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this Part and shall state:

(1) The name of each consolidating cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State;

(2) The name of the new cooperative and the address of its principal office;

(3) The names and addresses of the persons who shall constitute the first board of directors of the new cooperative;

(4) The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into membership in the new cooperative and the issuance of certificates of membership in respect of such converted memberships; and

(5) Any provisions not inconsistent with this Part deemed necessary or advisable for the conduct of the business and affairs of the new cooperative.

B. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating cooperative then shall be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting thereon at such meeting.

C. Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed by authentic act on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this Part.

Renumbered from R.S.1950, §12:313 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:222 — LA Code / Code revised-statutes / Title 12 / Section 222
Bylaws
Status: in_force

A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws.

B. The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.

C. Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles.

Acts 1968, No. 105, §1. Amended by Acts 1977, No. 139, §1.
La. Rev. Stat. § 12:1358 — LA Code / Code revised-statutes / Title 12 / Section 1358
Agreement of merger or consolidation
Status: in_force

A. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with R.S. 12:1359.

B. The agreement of merger or consolidation shall set forth the following:

(1) The name and state or country of organization of each limited liability company, corporation, partnership, or partnership in commendam which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate.

(2) The terms and conditions of the proposed merger or consolidation.

(3) The manner and basis of converting the membership interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each partnership in commendam or partnership which is a constituent entity in the merger or consolidation into membership interests, shares, interests, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, partnership, partnership in commendam, or other entity, or, in whole or in part, into cash or other property, including obligations or securities of any other person.

(4) In the case of a merger, such amendments to the articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the surviving entity, as are desired to be effected by the merger, or that no such changes are desired.

(5) In the case of a consolidation, all of the statements required to be set forth in articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the new entity.

(6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:907 — LA Code / Code revised-statutes / Title 12 / Section 907
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

A. A subscriber to, or holder of, shares of a professional medical corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.

B. A shareholder shall not be personally liable for any debt or liability of the corporation.

C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.

Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:983 — LA Code / Code revised-statutes / Title 12 / Section 983
Corporate and limited liability company name
Status: in_force

A. The corporate name shall consist of the full name or names as used on the license to practice dentistry issued by the Louisiana State Board of Dentistry of one or more voting shareholders, may include "Limited" or "Ltd.", and shall end with one of the phrases, which may be in parentheses, "A Professional Dental Corporation", "A Professional Corporation", or "A Dental Corporation". The name need not contain "Incorporated" or "Inc."

B. The name of the limited liability company shall consist of the full names as used on the license to practice dentistry issued by the Louisiana State Board of Dentistry of all participating members and shall contain the words "limited liability company", the abbreviation "L.L.C." or the abbreviation "L.C.", as required in R.S. 12:1306(A)(1).

C. This Section shall apply to all dental practices as defined in Chapter 9 of Title 37 of the Louisiana Revised Statutes of 1950 1 whether or not said dental practices are in conformity herewith prior to August 15, 1995.

Added by Acts 1970, No. 127, §1. Amended by Acts 1975, No. 232, §1; Acts 1979, No. 400, §1, eff. July 11, 1979; Acts 1995, No. 488, §1.

1 R.S. 37:751 et seq.
La. Rev. Stat. § 12:56 — LA Code / Code revised-statutes / Title 12 / Section 56
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1117 — LA Code / Code revised-statutes / Title 12 / Section 1117
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional optometry 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 1980, No. 404, §1.
La. Rev. Stat. § 12:970 — LA Code / Code revised-statutes / Title 12 / Section 970
Fiscal year
Status: in_force

Corporations organized under this Chapter shall adopt the calendar year as their fiscal year.

Acts 1969, No. 49, §20.
La. Rev. Stat. § 12:816 — LA Code / Code revised-statutes / Title 12 / Section 816
Short title
Status: in_force

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

Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1-806 — LA Code / Code revised-statutes / Title 12 / Section 1-806
Staggered terms for directors
Status: in_force

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:510 — LA Code / Code revised-statutes / Title 12 / Section 510
Appointment of agent to receive service of process
Status: in_force

A. An unincorporated association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.

B. A statement appointing an agent shall set forth all of the following:

(1) The name of the unincorporated association.

(2) The federal tax identification number, if any, of the unincorporated association.

(3) The address in this state, including the street address, if any, of the unincorporated association, or, if the unincorporated association does not have an address in this state, its address out of state.

(4) The name of the person in this state authorized to receive service of process and the person's address, including the street address, in this state.

C. A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the unincorporated association. The statement shall also be signed and acknowledged by the person's appointed agent, who thereby accepts the appointment. The appointed agent may resign by filing a resignation in the office of the secretary of state and giving notice to the unincorporated association.

D. The secretary of state may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.

E. An amendment to or cancellation of a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1-943 — LA Code / Code revised-statutes / Title 12 / Section 1-943
Abandonment of a foreign nonprofit domestication and conversion
Status: in_force

If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of nonprofit domestication and conversion have been filed with the secretary of state, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication and conversion shall be deemed abandoned and shall not become effective.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-301 — LA Code / Code revised-statutes / Title 12 / Section 1-301
Purposes
Status: in_force

A. Every corporation incorporated under this Chapter has the purpose of engaging in any lawful business or activity unless a more limited purpose is set forth in the articles of incorporation.

B. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this Chapter only if permitted by, and subject to all limitations of, the other statute.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1704 — LA Code / Code revised-statutes / Title 12 / Section 1-1704
[Reserved.]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1132 — LA Code / Code revised-statutes / Title 12 / Section 1132
The corporate name
Status: in_force

The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor psychology partnership, or it may consist of any other name approved by the secretary of state. The name shall end with one of the phrases (which may be in parentheses) "A Professional Psychology Corporation," "A Professional Corporation" or "A Psychology Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:1360 — LA Code / Code revised-statutes / Title 12 / Section 1360
Certificate of merger or consolidation
Status: in_force

A. After an agreement of merger or consolidation is authorized, approved, and certified as provided in R.S. 12:1359, the surviving entity or new entity shall file the agreement with the secretary of state or, in lieu thereof, may file a certificate of merger or consolidation duly executed, setting forth the following:

(1) The name and state or country of organization of each constituent entity.

(2) The effective date, and time if desired, of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation.

(3) The name of the surviving entity or new entity.

(4) A statement that the agreement of merger was duly authorized and approved by each constituent entity in accordance with R.S. 12:1359.

(5) In the case of a merger, such amendments to the articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity as are desired to be effected by the merger. If no such amendments are desired, a statement that the articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity shall be its articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be.

(6) In the case of a consolidation, that the articles of organization, certificate or articles of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the new entity shall be as set forth in an attachment to the certificate.

(7) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new entity, stating the address thereof.

(8) That a copy of the agreement of merger or consolidation will be furnished by the new or surviving entity, on request and without cost, to any member, shareholder, or partner, as the case may be, of any constituent entity.

B.(1) The secretary of state may prescribe and furnish forms for filing the agreement and certificate of merger.

(2) The secretary of state, after all taxes, fees, and charges have been paid as required by law, shall record the agreement, or certificate in lieu thereof, in his office, endorse thereon the date and, if requested the hour of filing thereof with him, and issue a certificate of merger or consolidation, which shall recite the names of all of the merging and consolidating constituent entities, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or new entity, the name of the state or country under the laws of which the new entity is formed, the date, and, if endorsed on the agreement or certificate, the hour of filing of the agreement or certificate with him, and the effective date, and time, of the merger or consolidation, if stated in the agreement or certificate.

(3) The agreement or certificate may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. A duplicate original of the certificate of merger or consolidation issued by the secretary of state shall, within thirty days after issuance of the certificate, be filed for record in the conveyance records of each parish in this state in which any of the constituent entities has immovable property, title to which will be transferred as a result of the merger or consolidation.

C. A merger or consolidation shall be effective when the agreement or certificate of merger or consolidation has been recorded by the secretary of state and when the requirements for effectiveness of the laws under which any constituent entity was formed have been met, as of the time of filing of the agreement or certificate with the secretary of state. However, if the certificate was filed within five days, exclusive of legal holidays, after acknowledgment thereof, the merger or consolidation shall be effective as of the time of such acknowledgment, and the merger or consolidation may be made effective as of any later effective date, and time if desired, not later than thirty days after the date of such filing, stated in the agreement or certificate of merger or consolidation.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:95 — LA Code / Code revised-statutes / Title 12 / Section 95
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.6 — LA Code / Code revised-statutes / Title 12 / Section 499.6
Name
Status: in_force

The name of each cooperative housing corporation shall comply with the provisions of Chapter 2 of this Title, and in addition, shall contain the word "cooperative".

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:601 — LA Code / Code revised-statutes / Title 12 / Section 601
Person in whose name certificate stands regarded as legal owner
Status: in_force

The person, firm, or corporation, in whose name a certificate representing shares of stock stands, or to whom a certificate is endorsed, whether in full or in blank, and who has possession of said certificate, shall be regarded as the legal owner. The legal owner has full power to pledge, sell or otherwise dispose of said stock. No person, corporation, firm or transfer agent shall be responsible to any one claiming any interest in, or ownership of, said shares, or any part thereof, by virtue of any undisclosed or latent legal or conventional title or interest therein.

Renumbered from R.S.1950, §12:501 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1860 — LA Code / Code revised-statutes / Title 12 / Section 1860
Rates; filing; review of rate determination
Status: in_force

A. The fund shall file rates on an actuarially justified basis with the department and may use the rates ninety days after the date of the filing, unless the department disapproves the use of these rates within the ninety-day period.

B. The fund shall provide a reasonable procedure for any member aggrieved by the fund to request in written form a review of the application of the rating system for the coverage afforded by the fund. The fund may grant or deny the request in written form within thirty days after receipt of the request. If the fund rejects a request or fails to grant or reject a request within the thirty-day period, the member may appeal to the division of administrative law for a hearing in accordance with the provisions of the Administrative Procedure Act within thirty days after expiration of the thirty-day period. After the hearing, the administrative law judge may affirm, modify, or reverse the action taken by the fund.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:21 — LA Code / Code revised-statutes / Title 12 / Section 21
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1323 — LA Code / Code revised-statutes / Title 12 / Section 1323
Sharing of profits and losses
Status: in_force

The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent the operating agreement does not so provide in writing, profits and losses shall be allocated equally among the members. The provisions of this Section regarding the allocation of losses shall not affect the limitations on the liability of members and managers set forth in R.S. 12:1320.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1359 — LA Code / Code revised-statutes / Title 12 / Section 1359
Approval of merger or consolidation
Status: in_force

A. A proposed agreement of merger or consolidation complying with the requirements of R.S. 12:1358 shall be authorized and approved in the manner provided by this Section:

(1) A domestic limited liability company party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved by the vote of the members in accordance with R.S. 12:1318.

(2) A domestic corporation party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved, adopted, and certified in the manner and by the vote of the shareholders or members in accordance with Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(3) A domestic partnership or partnership in commendam party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.

(4) Each constituent entity formed under the laws of a jurisdiction other than this state shall have the agreement of merger or consolidation approved in accordance with the laws of such other jurisdiction.

B. The fact that the agreement has been authorized and approved in accordance with this Section shall be certified in the agreement on behalf of each constituent entity:

(1) In the case of a domestic limited liability company, by any member, if management is reserved to the members, or by any manager, if management is vested in one or more managers pursuant to R.S. 12:1312.

(2) In the case of a domestic corporation, in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(3) In the case of a domestic partnership or partnership in commendam, in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.

(4) In the case of any constituent entity formed under the laws of any jurisdiction other than this state, in accordance with the laws of such other jurisdiction.

C. After a merger or consolidation is authorized and approved, unless the agreement of merger or consolidation provides otherwise, and at any time before an agreement or certificate of merger or consolidation, as provided for in R.S. 12:1360 is filed, the agreement of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the agreement of merger or consolidation or, if none is set forth, as follows:

(1) By the majority vote of the members of each domestic limited liability company that is a constituent entity, unless the articles of organization of any such limited liability company provide otherwise.

(2) By each domestic corporation that is a constituent entity in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(3) By each domestic partnership or partnership in commendam that is a constituent entity in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.

(4) By each constituent entity formed under the laws of any jurisdiction other than this state in accordance with the laws of such other jurisdiction.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1-924 — LA Code / Code revised-statutes / Title 12 / Section 1-924
Effect of domestication
Status: in_force

A. When a domestication 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 had not occurred,

(4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state,

(5) The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation,

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

(a) Incorporated under and subject to the organic law of the domesticated corporation for all purposes.

(b) The same corporation without interruption as the domesticating corporation.

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

B. When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation remains both of the following:

(1) Obligated under the laws of this state to pay promptly the amount, if any, to which shareholders who exercise appraisal rights in connection with the domestication are entitled under Part 13 of this Chapter.

(2) Subject to the personal jurisdiction of the courts of this state in accordance with R.S. 13:3201, and to service of process in accordance with law.

C. The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:

(1) The domestication 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 domestication.

(2) The shareholder 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 domestication.

(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 (C)(1) of this Section, as if the domestication had not occurred.

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:309 — LA Code / Code revised-statutes / Title 12 / Section 309
Annual report
Status: in_force

A. Each foreign corporation authorized to transact business in this State shall file, within the time prescribed in Subsection B of this Section, an annual report setting forth:

(1) Its name.

(2) The address of its registered office in this state, if changed since its last previous annual report.

(3) The address of its principal office in the state or country under the laws of which it is incorporated, and of its principal business office outside of this state, if changed since its last previous annual report.

(4) The name of its registered agent in this state, if changed since its last previous annual report.

(5) The names and addresses of its directors and officers.

(6) The municipal address of its principal business establishment in this state, if changed since its last previous annual report.

(7) Repealed by Acts 1985, No. 266, §1.

B. Each year the annual report shall be delivered to the secretary of state on or before the anniversary date of qualifying to transact business, except that the first annual report shall be filed on or before the anniversary date of qualifying to transact business in Louisiana in the year next succeeding the calendar year in which the corporation's certificate of authority was issued by the secretary of state.

C. The secretary of state may prescribe and furnish forms for filing the annual report.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §26, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1981, No. 494, §2, at 5:05 P.M.; Acts 1981, No. 494 §2; Acts 1985, No. 266, §1; Acts 1988, No. 98, §1; Acts 1992, No. 103, §1, eff. June 5, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-1021 — LA Code / Code revised-statutes / Title 12 / Section 1-1021
Bylaw increasing quorum or voting requirement for directors
Status: in_force

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed under either of the following circumstances:

(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.

(2) If adopted by the board of directors, either by the shareholders or by the board of directors.

B. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.

C. Action by the board of directors under Subsection A of this Section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-402 — LA Code / Code revised-statutes / Title 12 / Section 1-402
Reserved name
Status: repealed

A. A person may reserve the exclusive use of a corporate name in its filings with the secretary of state, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable period of one hundred and twenty days.

B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.

C. A terminated corporation's name is reserved by operation of law for five years after the effective date of the corporation's termination.

D. The owner of the corporate name reservation may terminate the reservation by delivering to the secretary of state a signed notice of termination.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 57, §1; Acts 2022, No. 193, §2.
La. Rev. Stat. § 12:1061 — LA Code / Code revised-statutes / Title 12 / Section 1061
Officers and agents
Status: in_force

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

B. Only natural persons duly licensed to practice chiropractic in this state or persons possessing temporary licenses may render chiropractic services in behalf of a professional chiropractic corporation.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1-1622 — LA Code / Code revised-statutes / Title 12 / Section 1-1622
Reporting obligation of corporation that contracts with the state
Status: in_force

A. A corporation that contracts with the state shall deliver for filing to the secretary of state a statement that acknowledges the contract. The statement shall include the names and addresses of all persons or 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 holds 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.

B. This Subsection does not apply to any of the following:

(1) Any agreement entered between the state and a corporation for electric or gas service.

(2) Publicly traded corporations.

(3) State-chartered banks.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:453 — LA Code / Code revised-statutes / Title 12 / Section 453
Election of officers
Status: in_force

The directors shall elect a president, one or more vice-presidents, and a secretary and a treasurer. These officers need not be directors, or members of the association. The directors may combine the two latter officers and designate the combined office as that of secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as an agent of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as authorized by the board of directors.

Renumbered from R.S.1950, §12:363 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:26 — LA Code / Code revised-statutes / Title 12 / Section 26
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1060 — LA Code / Code revised-statutes / Title 12 / Section 1060
Directors
Status: in_force

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:469 — LA Code / Code revised-statutes / Title 12 / Section 469
Filing fees
Status: in_force

A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:

(1) For filing and recording articles of association.

(2) For filing and recording amended articles of association.

(3) For filing and recording dissolution proceedings.

(4) For filing and recording merger proceedings.

B. Additional certified copies of documents and certificates will be furnished upon request or a certificate for a fee as provided in R.S. 49:222, which shall be paid in advance.

Renumbered from R.S.1950, §12:379 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 2008, No. 913, §2.
La. Rev. Stat. § 12:174 — LA Code / Code revised-statutes / Title 12 / Section 174
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:172 — LA Code / Code revised-statutes / Title 12 / Section 172
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:988 — LA Code / Code revised-statutes / Title 12 / Section 988
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional dental 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 1970, No. 127, §1.
La. Rev. Stat. § 12:1343 — LA Code / Code revised-statutes / Title 12 / Section 1343
Transactions not constituting transacting business
Status: in_force

Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state for the purpose of being required to procure a certificate of authority pursuant to this Chapter by conducting any one or more of the following activities:

(1) Maintaining, defending, or settling any proceeding.

(2) Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own membership interests, or appointing or maintaining trustees or depositories with respect to those membership interests.

(5) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts, including all preliminary incidents thereto.

(6) Creating evidences of debt, mortgages, or liens.

(7) Securing or collecting debts or enforcing any rights in property securing the debts.

(8) Transacting any business in interstate or foreign commerce.

(9) Conducting an isolated transaction completed within thirty days, and not in the course of repeated transactions of like nature.

(10) Acquiring or disposing of property or a property interest, not as a part of any regular business activity.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:52 — LA Code / Code revised-statutes / Title 12 / Section 52
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1974, No. 436, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1083 — LA Code / Code revised-statutes / Title 12 / Section 1083
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional nursing 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 1977, No. 730, §1.
La. Rev. Stat. § 12:216 — LA Code / Code revised-statutes / Title 12 / Section 216
Redemption, purchase and cancellation of shares
Status: in_force

A. A corporation shall not purchase or redeem its shares when it is insolvent; or when such purchase or redemption would render it insolvent or would reduce its net assets below the aggregate amount payable on liquidation upon any issued shares, which have a preferential right to participate in the assets in event of liquidation, remaining after the purchase or redemption and cancellation of any shares in connection therewith; or at a price, in the case of shares subject to redemption, exceeding the redemption price thereof; or, except when authorized by the articles, unless a purchase of its shares has been authorized by affirmative vote of two-thirds in interest of the members of each class, regardless of limitations or restrictions on the voting power of any of such classes. Subject to the provisions of this subsection, a corporation may purchase its own shares, or redeem its shares subject to redemption, as provided in the following subsections of this section.

B. Subject to the provisions of R.S. 12:221(F), a corporation may purchase its own shares, or redeem its shares subject to redemption, out of surplus; provided that a corporation which is not permitted to distribute net assets to its members or shareholders on dissolution shall not pay any premium in connection with the redemption or purchase of its own shares, but shall pay not more than the consideration received by it upon issuance of each share redeemed or purchased.

C. To the extent that there is no surplus available for the purpose, a corporation may apply, to the redemption of its shares subject to redemption, such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the redemption and cancellation of any shares in connection therewith.

D. To the extent that there is no surplus available for the purpose, a corporation may purchase its own shares out of stated capital for the purpose of paying dissenting shareholders entitled to payment for their shares under the provisions of this Chapter. Shares so purchased out of stated capital shall be cancelled.

E. To the extent that there is no surplus available for the purpose, a corporation may apply to the purchase of its shares:

(1) For the purpose of eliminating fractions of shares; or

(2) For the purpose of collecting or compromising indebtedness to the corporation;

such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the purchase and cancellation of any shares in connection therewith.

F. Shares which are cancelled are thereby restored to the status of authorized and unissued shares, unless the articles provide otherwise.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1822 — LA Code / Code revised-statutes / Title 12 / Section 1822
Benefit director
Status: in_force

A. The board of directors of a benefit corporation shall include a director who shall be designated the benefit director and who shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided for in this Part.

B. The benefit director shall be elected, and may be removed, pursuant to R.S. 12:81, and shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles or bylaws of a benefit corporation may prescribe additional qualifications or duties of the benefit director not inconsistent with this Subsection.

C. The benefit director shall be responsible for the preparation of an annual benefit report submitted to shareholders as required by R.S. 12:1831. The benefit director may retain an independent third party to audit the annual benefit report or conduct any other assessment of the corporation's pursuit of its general public benefit purpose and any specific public benefit purpose. The annual benefit report shall include a statement of the benefit director, in the opinion of the benefit director, on all of the following:

(1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report.

(2) Whether the directors and officers complied with R.S. 12:1821(A) and 1823(A), respectively.

(3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with R.S. 12:1821(A) and 1823(A), a description of the ways in which the benefit corporation or its directors or officers failed to comply.

D. The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.

E. Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by R.S. 12:24(C)(4), a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.

F. The benefit director of a professional corporation shall not be required to be independent.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1089 — LA Code / Code revised-statutes / Title 12 / Section 1089
Corporate authority
Status: in_force

A professional architectural corporation shall engage in the business of the practice of architecture and may engage in any business not in conflict with such business activity. It may hold, own, lease, or otherwise deal in property for investment or in connection with its architectural practice.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:145 — LA Code / Code revised-statutes / Title 12 / Section 145
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1974, No. 610, §1; Acts 1976, No. 312, §1; Acts 2000, 1st Ex. Sess., No. 135, §3, eff. July 1, 2000; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-862 — LA Code / Code revised-statutes / Title 12 / Section 1-862
Directors' action
Status: in_force

A. Directors' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(l) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with Subsection B of this Section, provided that both of the following criteria are satisfied:

(1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director.

(2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either the committee was composed of all the qualified directors on the board of directors or the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.

B. Notwithstanding Subsection A of this Section, when a transaction is a director's conflicting interest transaction only because a related person described in R.S. 12: 1-860(5)(e), (f), or (g) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction all of the following:

(1) All information required to be disclosed that is not so violative.

(2) The existence and nature of the director's conflicting interest.

(3) The nature of the conflicted director's duty not to disclose the confidential information.

C. A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this Section.

D. Where directors' action under this Section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-623 — LA Code / Code revised-statutes / Title 12 / Section 1-623
Share dividends
Status: in_force

A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this Subsection is a share dividend.

B. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless one of the following conditions is satisfied:

(1) The articles of incorporation so authorize.

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue.

(3) There are no outstanding shares of the class or series to be issued.

C. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1140 — LA Code / Code revised-statutes / Title 12 / Section 1140
Officers and agents
Status: in_force

A. Only voting shareholders, or voting shareholders of another professional psychology 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 psychology in this state may render psychological services on behalf of a professional psychology corporation.

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:1-808 — LA Code / Code revised-statutes / Title 12 / Section 1-808
Removal of directors by shareholders
Status: in_force

A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

B. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove is a majority of the number of votes entitled to be cast in an election of directors.

D. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:457 — LA Code / Code revised-statutes / Title 12 / Section 457
Marketing contract
Status: in_force

A. The association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not in excess of ten years, all or any specified part of their sea foods or sea food products or commodities, exclusively to or through the association, or any facilities to be created by the association. If they contract a sale to the association, title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery, or when put in merchantable condition, or at any other specified time, if expressly and definitely agreed in the contract.

B. The contract may provide that the association may sell or resell the products delivered by its members, with or without taking title thereto, and pay over to its members the re-sale price, after deducting all necessary selling, overhead and other expenses, as defined in said contracts, including interest on preferred stock, not exceeding eight per cent per annum, reserves for the retiring of stock, if any, other proper reserves, and interest not exceeding eight per cent per annum upon common stock.

Renumbered from R.S.1950, §12:367 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:910 — LA Code / Code revised-statutes / Title 12 / Section 910
Directors
Status: in_force

Only voting shareholders, or voting shareholders of another professional medical 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 1968, No. 27, §1. Amended by Acts 1979, No. 172, §2.
La. Rev. Stat. § 12:963 — LA Code / Code revised-statutes / Title 12 / Section 963
Initial meeting of incorporators; quorum
Status: in_force

The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.

At such first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk; by the adoption of bylaws; by the election by ballot of directors; and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.

Acts 1969, No. 49, §13.
La. Rev. Stat. § 12:79 — LA Code / Code revised-statutes / Title 12 / Section 79
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1606 — LA Code / Code revised-statutes / Title 12 / Section 1606
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. § 12:307 — LA Code / Code revised-statutes / Title 12 / Section 307
Amended certificate of authority
Status: in_force

A. A foreign corporation authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if hereafter it changes its corporate 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 corporation changes its corporate name, it shall include with its application for an amended certificate of authority a certificate evidencing such change issued by the authorized official of the jurisdiction of incorporation of the corporation, or a certified copy of the amendment in the case that the authorized official of the jurisdiction of incorporation does not provide a certificate of such.

Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:1-1005 — LA Code / Code revised-statutes / Title 12 / Section 1-1005
Amendment by board of directors
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval to do any of the following:

(1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.

(2) Delete the names and addresses of the initial directors.

(3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state, or to delete the address of the initial principal office if the corporation has provided the address of its principal office in an annual report on file with the secretary of state.

(4) If the corporation has only one class of shares outstanding, then to do either of the following:

(a) Change each issued and unissued authorized share of the class into a greater number of whole shares of that class.

(b) Increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.

(5) Change the corporate name.

(6) Reflect a reduction in authorized shares, as a result of the operation of R.S. 12:1-631(B), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.

(7) Delete a class of shares from the articles of incorporation, as a result of the operation of R.S. 12:1-631(B), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.

(8) To make any change expressly permitted by R.S. 12:1-602(A) or (B) to be made without shareholder approval.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2 nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.