La. Rev. Stat. § 12:1023 — LA Code / Code revised-statutes / Title 12 / Section 1023
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional accounting 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 1970, No. 191, §1. Amended by Acts 1972, No. 83, §1.
La. Rev. Stat. § 12:209 — LA Code / Code revised-statutes / Title 12 / Section 209
Corporations not required to be non-stock corporations
Status: in_force

A corporation which is not permitted to distribute its net assets to its members upon dissolution may be organized either on a stock basis or on a non-stock basis.

Acts 1968, No. 105, §1; Acts 1987, No. 294, §1, eff. July 5, 1987.
La. Rev. Stat. § 12:1-101 — LA Code / Code revised-statutes / Title 12 / Section 1-101
Short title
Status: in_force

This Chapter shall be known and may be cited as the "Business Corporation Act". References in this Chapter and elsewhere in the Revised Statutes to the Business Corporation Act or the Business Corporation Law shall be deemed to be references to this Chapter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-742 — LA Code / Code revised-statutes / Title 12 / Section 1-742
Demand
Status: in_force

No shareholder may commence a derivative proceeding until the following conditions are satisfied:

(1) A written demand has been made upon the corporation to take suitable action.

(2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-622 — LA Code / Code revised-statutes / Title 12 / Section 1-622
Liability of shareholders
Status: in_force

A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to R.S. 12:1-621 or specified in the subscription agreement pursuant to R.S. 12:1-620.

B. A shareholder of a corporation is not personally liable for the acts or debts of the corporation.

C. A shareholder who receives a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) shall be personally liable to the corporation, or to creditors of the corporation, or both, for an amount not exceeding, in the aggregate, the excess amount received by that shareholder.

D. A proceeding to enforce the liability of a shareholder under Subsection C of this Section is subject to a peremptive period of two years measured from the relevant one of the following dates:

(1) The date on which the effect of the distribution was to be measured under R.S. 12:1-640(E) or (G), to the extent that the distribution is alleged to have been unlawful under R.S. 12:1-640(C).

(2) The date as of which the distribution first violated a restriction in the articles of incorporation, to the extent that the distribution is alleged to have been unlawful because it violated a restriction in the articles of incorporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1095 — LA Code / Code revised-statutes / Title 12 / Section 1095
Directors
Status: in_force

A. The number and qualifications of directors shall be determined by a majority vote of the shareholders.

B. A majority of the board of directors, if more than two, shall be natural persons, duly licensed to practice architecture in this state.

C. Corporations having fewer than three directors shall have at least one director who is a natural person, duly licensed to practice architecture in this state.

D. Corporations having fewer than three directors pursuant to R.S. 12:1095(B) shall have at least one director who is a natural person, duly licensed to practice architecture in this state.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:221 — LA Code / Code revised-statutes / Title 12 / Section 221
Capital, surplus, allocation thereto, and increases and reductions thereof
Status: in_force

A. Upon initial issuance of par-value shares, that part of the consideration received therefor which is equal to the par value thereof, plus such additional part of such consideration as the board of directors or the members may fix, shall be allocated to stated capital, and the remainder shall be allocated to capital surplus. Upon initial issuance of shares without par value, the consideration received therefor shall be allocated to stated capital, except to the extent of such part of the consideration as may be allocated to capital surplus by the board of directors or the members. If such shares without par value have a preferential right to participate in the corporation's assets in event of liquidation, only the excess of the consideration over the aggregate amount payable to the holders thereof upon liquidation may be allocated to capital surplus.

B. The board of directors may at any time transfer any amount from earned surplus or capital surplus to stated capital in respect of any issued shares or otherwise.

C. The board may at any time transfer from stated capital to capital surplus any amount of net assets in excess of (1) the aggregate par value of the issued shares having no preferential right to participate in the corporation's assets in event of liquidation, plus (2) the greater of the aggregate par value of, or the aggregate amount payable in liquidation on, any issued shares which have a preferential right to participate in the assets in event of liquidation; provided that only the members may transfer from stated capital any amount allocated by them to stated capital.

D. Upon cancellation of shares, stated capital shall be reduced by an amount equal to (1) the aggregate par value of such shares having par value, and the aggregate allocated value of such shares without par value, plus (2) to the extent of the price paid on purchase or redemption of such par-value shares in excess of the par value thereof, any excess of the allocated value over the par value thereof.

E. If there is no earned surplus, the board of directors may apply capital surplus to the reduction or elimination of any deficit resulting from losses.

F. The board of directors may create and abolish reserves out of earned surplus for any proper purposes. Earned surplus so reserved shall not be available for purchase or redemption of shares, or transfer to capital surplus or stated capital.

G. Stated capital, capital surplus and earned surplus shall respectively be reduced by amounts applied therefrom to purchase or redemption of shares, and by amounts transferred therefrom.

H. Following a merger into, or creation by consolidation of, a corporation, such corporation's earned surplus shall not exceed the sum of the earned surpluses of the merging or consolidating corporations, business corporations and foreign corporations, as reduced by any distributions or transfers therefrom in connection with the merger or consolidation.

I. Upon disposition of treasury shares acquired in whole or in part by application of earned surplus, the amount so applied may be restored to earned surplus to the extent of the consideration received upon such disposition.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-820 — LA Code / Code revised-statutes / Title 12 / Section 1-820
Meetings
Status: in_force

A. The board of directors may hold regular or special meetings in or out of this state.

B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

C. A meeting of the board of directors may be called as provided in the bylaws, and may also be called by the board chair, by the chief executive officer, regardless of the title used by the corporation to designate that officer, or by a majority of the directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1852 — LA Code / Code revised-statutes / Title 12 / Section 1852
Creation of fund
Status: in_force

The Louisiana Churches and Nonprofit Religious Organizations Self-Insured Fund is hereby created for the purpose of allowing churches, religious organizations, and religious denominations to band together and self-insure, thereby increasing the availability of property insurance for local churches and religious buildings, increasing competitive pressure on insurance rates, and reducing the volume of business written by the Louisiana Citizens Property Insurance Corporation by offering a less expensive alternative to its policyholders and reducing the exposure and potential assessments to policyholders by the Louisiana Citizens Property Insurance Corporation.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:965 — LA Code / Code revised-statutes / Title 12 / Section 965
Dissolution; distribution of assets
Status: in_force

The corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members who are also creditors of the corporation have been paid in full.

Acts 1969, No. 49, §15; Acts 2003, No. 292, §1.
La. Rev. Stat. § 12:1015 — LA Code / Code revised-statutes / Title 12 / Section 1015
Shares
Status: in_force

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

B. The ownership of shares in a professional accounting corporation shall be subject to the provisions of the Louisiana Accountancy Act.

C. Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.

D. R.S. 12:78 shall not apply to professional accounting corporations.

Added by Acts 1970, No. 191, §1. Amended by Acts 1972, No. 82, §1; Acts 2000, 1st Ex. Sess., No. 30, §§1, 2, eff. April 14, 2000.
La. Rev. Stat. § 12:318 — LA Code / Code revised-statutes / Title 12 / Section 318
Pre-filing procedure
Status: in_force

Any document to be filed with the Secretary of State by a foreign corporation 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.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:250 — LA Code / Code revised-statutes / Title 12 / Section 250
Voluntary proceedings for dissolution; authorization; appointment of liquidators
Status: in_force

A. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be given only by two-thirds in interest of the voting members present, or by such larger vote (including the approval of members of other classes or series) as the articles may require, at an annual or special meeting the notice of which set forth consideration of the proposed dissolution as a purpose of the meeting.

B. If the corporation is not permitted to distribute its net assets to its members, the resolution authorizing dissolution must provide for the disposition of any net assets.

C. The members or incorporators authorizing the dissolution may authorize liquidation of the affairs of the corporation out of court, by appointment of one or more liquidators to conduct the liquidation, but the appointment shall not be operative until:

(1) Notice of authorization of the dissolution, stating that the corporation is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the corporation's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state; and

(2) A certificate that the dissolution has been authorized in accordance with this Section, setting forth the manner of such authorization, has been signed by an officer of the corporation, acknowledged by the officer who signed it, and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him. The secretary of state may prescribe and furnish forms for the certificate.

D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation has its registered office.

E. If the members or incorporators do not authorize conduct of the liquidation out of court, the corporation shall file a petition with the court, praying that the corporation be liquidated and dissolved under the supervision of the court, whereupon the court shall appoint a liquidator or liquidators, upon such conditions as to bond and compensation as it may deem proper. Thereafter the liquidation proceedings shall be conducted under the supervision and orders of the court.

F. When a corporation is being liquidated out of court, the liquidator appointed by the members may at any stage of the proceeding apply to the court to have the proceeding conducted under its supervision. On application by members holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding conducted under its supervision. Upon such application by the liquidator, or the entry of such order, the court shall confirm the appointment of the liquidator, and thereafter the proceeding shall continue as if originally instituted subject to the supervision of the court; but in such event the court shall require such bond of the liquidator as may have been required by the members, or upon the application of any creditor or of members holding not less than twenty-five per cent of the total voting power, the court may require the liquidator to furnish bond in such sum as the court may direct.

G. Nothing contained in this Section shall interfere with a compromise arrangement or reorganization pursuant to R.S. 12:260.

H. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution 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 shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.

Acts 1968, No. 105, §1; Acts 1995, No. 465, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:140.2 — LA Code / Code revised-statutes / Title 12 / Section 140.2
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. § 12:177 — LA Code / Code revised-statutes / Title 12 / Section 177
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. § 12:142.1 — LA Code / Code revised-statutes / Title 12 / Section 142.1
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Added by Acts 1982, No. 526, §1, eff. Aug. 11, 1982. Acts 1989, No. 142, §1; Acts 2006, No. 170, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-902 — LA Code / Code revised-statutes / Title 12 / Section 1-902
Required approvals
Status: in_force

[Reserved.]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-811 — LA Code / Code revised-statutes / Title 12 / Section 1-811
Compensation of directors
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1857 — LA Code / Code revised-statutes / Title 12 / Section 1857
Investments
Status: in_force

A. Only a security or other investment that is interest-bearing or interest-accruing or dividend-paying or income-paying and which is not then in default may be purchased or acquired by the fund, and the fund shall receive for its exclusive account and benefit the interest or income accruing on the security.

B. The board of trustees may invest amounts not needed for current obligations in any or all of the following items:

(1) Deposits in federally insured banks or savings and loan associations when any one of the following applies:

(a) The deposits are insured by the Federal Deposit Insurance Corporation.

(b) The deposits are collateralized by direct obligations of the United States government.

(2) Bonds or securities not in default as to principal or interest, which are obligations of the United States government or of any agency of the United States government, without limitation.

(3) Pass-through mortgage-backed securities and collateralized mortgage obligations issued by the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, or the Federal Housing Administration, without limitation, provided that the collateralized mortgage obligations have a minimum rating of A by Moody's Investors Service, S&P Global Ratings, or Fitch Ratings.

(4) Obligations of this state or its subdivisions having a minimum rating of A by Moody's Investors Service, S&P Global Ratings, or Fitch Ratings. Not more than five percent of the fund's assets may be invested in any particular issue, and the type of investment shall not exceed fifteen percent of the fund's assets in the aggregate.

(5) Obligations of any state or its subdivisions having a minimum rating of A by Moody's Investors Service, S&P Global Ratings, or Fitch Ratings. Not more than five percent of the fund's assets may be invested in any particular issue, and the type of investment shall not exceed fifteen percent of the fund's assets in the aggregate.

(6) Commercial mortgage-backed securities with purchases having a minimum rating of Aaa by Moody's Investors Service, AAA by S&P Global Ratings, or AAA by Fitch Ratings. Not more than two percent of the fund's assets may be invested in one issue, and this type of investment shall not exceed ten percent of the fund's assets in the aggregate.

(7) Asset-backed securities with purchases having a minimum rating of Aa by Moody's Investors Service, AA by S&P Global Ratings, or AA by Fitch Ratings. No more than five percent of the fund's assets may be invested in one issue, and this type of investment shall not exceed ten percent of the fund's assets in the aggregate.

(8) Repurchase agreements, without limitation, when the collateral for the agreement is a direct obligation of the United States government, provided that the repurchase agreement shall meet all of the following specifications:

(a) Be in writing.

(b) Have a specific maturity date.

(c) Adequately identify each security to which the agreement applies.

(d) State that in the event of default by the party agreeing to repurchase the securities described in the agreement at the term contained in the agreement, title to the described securities shall pass immediately to the fund without recourse.

(9) Corporate bonds, subject to the following limitations:

(a) The bonds shall have a minimum rating of Baa by Moody's Investors Service, BBB by S&P Global Ratings, or BBB by Fitch Ratings.

(b) Except as provided in Subparagraph (d) of this Paragraph, not more than five percent of the fund's assets may be invested in corporate bonds of any particular issue or issuer.

(c) Except as provided in Subparagraph (d) of this Paragraph, not more than fifty percent of the fund's assets may be invested in corporate bonds of all types.

(d) The five-percent and fifty-percent limitations specified in Subparagraphs (b) and (c) of this Paragraph, respectively, may be exceeded up to an additional ten percent of the fund's assets if the financial circumstances are acceptable to the department, such as an increase in market value after initial purchase of a corporate bond, provided that the following occur:

(i) The initial purchase of corporate bonds was within the limitations specified in Subparagraphs (b) and (c) of this Paragraph.

(ii) In determining the financial condition of the fund, the department shall not include as assets of the fund those corporate bonds which exceed fifty percent of the fund's total assets.

(10) Mutual or trust fund institutions registered with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 which have underlying investments consisting solely of securities approved for investment as set forth in this Subsection. This investment shall not exceed fifty percent of the fund's assets in the aggregate.

(11)(a) Equities subject to all of the following limitations:

(i) The equity sector shall not exceed fifteen percent of the overall investment fund.

(ii) A minimum of five different issues shall be held in the equity sector to provide for diversification.

(iii) No single issue may represent more than five percent, at cost, of the overall investment fund.

(iv) Market capitalization of each issue shall be at least one billion dollars.

(v) Each eligible issue shall be paying a cash dividend.

(vi) Except as provided in Subparagraph (b) of this Paragraph, equity holdings are restricted to high quality, readily marketable securities corporations that are domiciled in the United States and that are actively traded on the major United States exchanges, including the New York Stock Exchange and the National Association of Securities Dealers Automated Quotation Stock Market, LLC.

(b) Foreign domiciled corporations are eligible if they trade American Depositary Receipts on the major United States exchanges.

(c) In lieu of individual securities, investment in a mutual fund or exchange-traded fund which pays a dividend and consists of securities which have an average market capitalization of at least one billion dollars is permitted. The same general quality constraints shall be met, and the aggregate total of the funds, plus any individual securities, may not exceed fifteen percent of the overall investment fund.

C. The fund shall not invest in rental assets, which assets shall include, without limitation, all of the following:

(1) Any item which is not, in fact, actually owned by the fund.

(2) Any item of which the ownership is subject to resolution, rescission, or revocation upon the fund's insolvency, receivership, bankruptcy, statutory supervision, rehabilitation, liquidation, or upon the occurrence of any other contingency.

(3) Any item for which the fund pays a regular or periodic fee for the right to carry the item as an asset, whether the fee is characterized as a rental, a management fee, or a dividend not previously approved by the department, or other periodic payment for such right. This provision does not apply to leases capitalized under generally accepted accounting principles.

(4) Any asset purchased for investment by the fund on credit in which the interest rate paid by the fund on its credit instrument is greater than the interest rate or yield generated by the purchased asset.

(5) Any asset on the fund's balance sheet subject to a mortgage, lien, privilege, preference, pledge, charge, or other encumbrance which is not accurately reflected in the liability section of the fund's balance sheet.

(6) Any asset received by the fund as a contribution to capital or surplus from any person that meets any of the criteria set forth in Paragraphs (1) through (5) of this Subsection while in the hands of that contributing person, or at the moment of the contribution to capital, or thereafter.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1012 — LA Code / Code revised-statutes / Title 12 / Section 1012
Professional corporations
Status: in_force

One or more natural persons of full age may form a corporation under Chapter 1 of this Title as a professional accounting corporation subject to the ownership requirements contained in the Louisiana Accountancy Act. 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 and the provisions of the Louisiana Accountancy Act.

Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
La. Rev. Stat. § 12:992 — LA Code / Code revised-statutes / Title 12 / Section 992
Merger and consolidation
Status: in_force

Professional dental corporations and limited liability companies may be merged into or consolidated only with other professional dental corporations and dental limited liability companies.

Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:233 — LA Code / Code revised-statutes / Title 12 / Section 233
Unanimous consent
Status: in_force

A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members.

B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:83 — LA Code / Code revised-statutes / Title 12 / Section 83
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §5, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1986, No. 561, §1, eff. July 2, 1986; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1407 — LA Code / Code revised-statutes / Title 12 / Section 1407
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional social work 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.

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:908 — LA Code / Code revised-statutes / Title 12 / Section 908
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional medical 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 1968, No. 27, §1.
La. Rev. Stat. § 12:1204 — LA Code / Code revised-statutes / Title 12 / Section 1204
Short title
Status: in_force

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:952 — LA Code / Code revised-statutes / Title 12 / Section 952
Incorporators; articles of incorporation; approval
Status: in_force

A. Twenty-five or more persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this Chapter for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by filing in the office of the secretary of state as hereinafter provided, articles of incorporation. The articles of incorporation shall contain:

(1) The name of the corporation, which shall include the words "Industrial Development Corporation of Louisiana" or "Economic Development Corporation of America".

(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.

(3) The purposes for which the corporation is founded, which shall be:

(a) To promote, stimulate, develop, and advance the business prosperity and economic welfare of Louisiana and its citizens;

(b) To encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry;

(c) To stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state;

(d) Similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and

(e) To provide financing for the promotion, development, and conduct of all kinds of business activity in this state.

(4) The names and post office addresses of the members of the first board of directors who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders, or any class of the stockholders, including but not limited to a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided that no provision shall be contained for cumulative voting for directors.

(6)(a) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share, and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes; the names and post office addresses of the subscribers of stock and the number of shares subscribed by each.

(b) The aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business which shall not be less than two hundred fifty thousand dollars.

(7) A recitation that the corporation is organized under the provisions of this Chapter.

B. The articles of incorporation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.

C. The articles of incorporation shall be in writing, subscribed by not less than three natural persons competent to contract and acknowledge, and filed in the office of the secretary of state for approval. A duplicate copy so subscribed and acknowledged may also be filed.

D.(1) The secretary of state shall not approve articles of incorporation for a corporation organized under this Chapter until a total of at least five national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, state savings and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of the corporation; and the written agreement shall be filed with the secretary of state with the articles of incorporation, and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the secretary of state.

(2) Whenever the articles of incorporation shall have been filed in the office of the secretary of state and approved by him, and all filing fees and taxes prescribed by Louisiana statutes have been paid, the subscribers, their successors, and assigns shall constitute a corporation, and the corporation shall then be authorized to commence business and stock thereof to the extent herein or hereafter duly authorized may from time to time be issued.

Acts 1969, No. 49, §2. Acts 1984, No. 890, §1, eff. July 20, 1984.
La. Rev. Stat. § 12:1854 — LA Code / Code revised-statutes / Title 12 / Section 1854
Definitions
Status: in_force

Wherever used in this Chapter, unless a different meaning clearly appears in the context, the following terms, whether used in the singular or plural, shall have the following meanings:

(1) "Church" means a nonprofit religious organization made up of a group of religious believers.

(2) "Department" means the Department of Insurance.

(3) "Fund" means the self-insurance fund established pursuant to this Chapter to provide property insurance for churches and nonprofit religious organizations and shall be known as the Louisiana Churches and Nonprofit Religious Organizations Self-Insured Fund.

(4) "Hazardous financial condition" means a condition in which, based upon its present or reasonably anticipated financial condition, the fund, although not yet financially impaired or insolvent, is unlikely to be able to:

(a) Meet obligations with respect to known claims and reasonably anticipated claims.

(b) Pay other obligations in the normal course of business.

(5) "Insolvency" means the condition existing when the fund's liabilities are greater than the fund's assets as determined in accordance with generally accepted accounting principles as delineated in the fund's financial statement audited by an independent certified public accountant and calculated before a member's distribution is payable or before a dividend is declared.

(6) "Nonprofit religious organization" means an active corporation or other entity organized under the United States Internal Revenue Code as a nonprofit organization defined as any one of the following:

(a) A church or religious house of worship.

(b) An organization formed for religious purposes.

(c) A nonprofit institution affiliated with a faith-based organization.

(d) An integrated auxiliary organization of a church.

(7) "Property coverage" means coverage for the damage or loss of a structure or building and may include any or all of the following:

(a) Premises liability coverage.

(b) Contents coverage for furniture or equipment.

(c) Wind and hail coverage.

(d) Loss of use coverage.

(e) Medical payments coverage.

(8) "Religious denomination" means a group of individual churches or houses of worship who are called or identified using the same terms and a particular set of beliefs or spiritual or religious values.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1195 — LA Code / Code revised-statutes / Title 12 / Section 1195
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 occupational therapy 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 occupational therapy services by, the corporation or to have access to any records or communications pertaining to therapy 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. 12:1198.

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.

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:206 — LA Code / Code revised-statutes / Title 12 / Section 206
Effect of filing or recording papers
Status: in_force

The filing and recording of articles and other documents pursuant to this Chapter are required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but no person dealing with a corporation shall be charged with constructive notice of the contents of the articles or such other documents by reason of the filing or recording.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-128 — LA Code / Code revised-statutes / Title 12 / Section 1-128
Certificate of existence and standing
Status: in_force

A. Anyone may apply to the secretary of state to furnish a certificate of existence and standing for a domestic corporation or a certificate of authorization and standing for a foreign corporation.

B. A certificate of existence, or authorization, and standing shall state all of the following:

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.

(2) One of the following:

(a) That the domestic corporation is duly incorporated under the law of this state, along with the date of its incorporation and the period of its duration if less than perpetual.

(b) That the foreign corporation is authorized to do business in this state.

(3) [Reserved.]

(4) That its most recent annual report required by R.S. 12:1-1621 or R.S. 12:309 has been filed with the secretary of state and that the corporation is in good standing, or that its most recent annual report has not been filed as required by law.

(5) That the corporation is not dissolved or terminated.

C. Subject to any qualification stated in the certificate, a certificate of existence, or authorization, and standing issued by the secretary of state may be relied upon as conclusive evidence that the domestic corporation is in existence or the foreign corporation is authorized to transact business in this state, and, if the certificate so states, that the corporation is in good standing.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1018 — LA Code / Code revised-statutes / Title 12 / Section 1018
Actions of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional corporation may be taken on the affirmative vote of a majority in interest or such greater proportion as the articles of incorporation may specify 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. 191, §1.
La. Rev. Stat. § 12:1336 — LA Code / Code revised-statutes / Title 12 / Section 1336
Winding up
Status: in_force

A. Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution the members shall wind up the limited liability company's affairs. The windup of the limited liability company's affairs may be conducted by appointment of one or more liquidators to conduct the windup and liquidation. However, such appointment shall not be operative until both of the following occur:

(1) Notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state.

(2) Articles of dissolution have been filed with the secretary of state in accordance with R.S. 12:1339.

B. However, any court of competent jurisdiction may wind up the limited liability company's affairs on application of any member or his legal representative or assignee or of any liquidator.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1351 — LA Code / Code revised-statutes / Title 12 / Section 1351
Withdrawal
Status: in_force

A. A foreign limited liability company 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 limited liability company shall deliver to the secretary of state an application for withdrawal which shall set forth the following:

(1) The name of the limited liability company and the state or other jurisdiction under the laws of which it is organized.

(2) That the limited liability company is not transacting business in this state.

(3) That the limited liability company surrenders its authority to transact business in this state.

(4) That the limited liability company revokes the authority of its registered agent in this state to accept service of process and consents that the 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 limited liability company was authorized to transact business in this state, shall be made on the limited liability company by service thereof on the secretary of state or on a person in his office designated to receive service of process on limited liability companies.

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

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

B. The application of withdrawal shall be made on a form prescribed and furnished by the secretary of state and 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 application shall be acknowledged by the person who signed it or may be executed by authentic act.

C. Duplicate applications 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, do the following:

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

(2) File an application in his office.

(3) Issue a certificate of withdrawal to which he shall affix the other application.

D. The certificate of withdrawal, together with an application for withdrawal affixed thereto by the secretary of state, shall be returned to the limited liability company or its representative. Upon the issuance of such certificate of withdrawal, the authority of the limited liability company to transact business in this state shall cease.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5.
La. Rev. Stat. § 12:29 — LA Code / Code revised-statutes / Title 12 / Section 29
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. § 12:1-202 — LA Code / Code revised-statutes / Title 12 / Section 1-202
Articles of incorporation and signed consent by agent to appointment
Status: in_force

A. The articles of incorporation shall set forth all of the following:

(1) A corporate name for the corporation that satisfies the requirements of R.S. 12:1-401.

(2) The number of shares the corporation is authorized to issue.

(3) The street address, not a post office box only, of the corporation's initial registered office, and, if different, the street address, not a post office box only, of the corporation's initial principal office.

(4) The name and street address, not a post office box only, of its initial registered agent.

(5) If the corporation chooses to reject or limit the protection against liability of directors and officers that is provided by R.S. 12:1-832, a statement of the rejection or limitation.

(6) The name and address of each incorporator.

B. The articles of incorporation may set forth any of the following:

(1) The names and street addresses, not a post office address only, of the individuals who are to serve as the initial directors.

(2) Provisions not inconsistent with law regarding any of the following:

(a) The purpose or purposes for which the corporation is organized.

(b) Managing the business and regulating the affairs of the corporation.

(c) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.

(d) A par value for authorized shares or classes of shares.

(3) Any provision that this Chapter requires or permits to be set forth in the bylaws.

(4) A provision that limits, reduces, qualifies, or conditions the protection against liability of directors and officers provided by R.S. 12:1-832.

(5) A provision permitting or making obligatory indemnification of a director or officer for liability, as defined in R.S. 12:1-850(3), to any person for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following:

(a) A breach of the duty of loyalty owed by the director or officer to the corporation or its shareholders.

(b) An intentional infliction of harm on the corporation or its shareholders.

(c) A violation of R.S. 12:1-833.

(d) An intentional violation of criminal law.

(6) A provision prospectively limiting or eliminating any duty of a director or any other person to offer the corporation the right to participate in any business opportunity or in any class or category of business opportunity. The provision shall not limit or eliminate any duty of an officer or a related person of an officer until qualified directors, acting after the effective date of the provision and in accordance with the procedures set forth in R.S. 12:1-862, approve the application of the provision to that officer or related person. The approval shall have prospective effect only and may allow the provision to apply in full or to apply as limited by the terms of the approval.

(7) A provision that cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, that are not claimed by the shareholders entitled thereto within a reasonable time, not less than one year in any event, after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the corporation, and the corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided that the board of directors may, at any time, for any reason satisfactory to it, but need not, authorize either of the following:

(a) Payment of the amount of any cash or property dividend or redemption price.

(b) Issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the person that would be entitled thereto had such reversion not occurred.

C. The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.

D. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with R.S. 12:1-120(L).

E. As used in this Section, "related person" has the meaning specified in R.S. 12:1-860(5).

F. A written consent to appointment, signed by the initial registered agent, shall be attached or appended to the articles of incorporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:1-140 — LA Code / Code revised-statutes / Title 12 / Section 1-140
Definitions
Status: in_force

In this Chapter:

(1) "Articles of incorporation" means the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision of this Chapter except R.S. 12:1-1621. If an amendment of the articles or any other document filed under this Chapter restates the articles in their entirety, thenceforth the "articles" shall not include any prior documents.

(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

(2A) "Beneficial shareholder" means a person who owns the beneficial interest in shares, including a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee.

(3) "Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, contrasting color, capitals, or underlined is conspicuous.

(4) "Corporation", "domestic corporation", or "domestic business corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this Chapter.

(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with R.S. 12:1-141, by electronic transmission.

(6) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in any of the following forms:

(a) A declaration or payment of a dividend.

(b) A purchase, redemption, or other acquisition of shares.

(c) A distribution of indebtedness.

(d) Any other form.

(6A) "Document" means either of the following:

(a) Any tangible medium on which information is inscribed, and includes any writing or written instrument.

(b) An electronic record.

(6B) "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of this state.

(7) "Effective date of notice" is defined in R.S. 12:1-141.

(7A) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(7B) "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with R.S. 12:1-141(J).

(7C) "Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or another tangible medium, that is both of the following:

(a) Suitable for the retention, retrieval, and reproduction of information by the recipient.

(b) Retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with R.S. 12: 1-141(J).

(7D) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation.

(7E) "Eligible interests" means interests or memberships.

(8) [Reserved.]

(9) "Entity" includes a domestic and foreign business corporation, a domestic and foreign nonprofit corporation, an estate, a trust, a domestic and foreign unincorporated entity, and a state, the United States, and a foreign government.

(9A) The phrase "facts objectively ascertainable" outside of a filed document or plan is defined in R.S. 12:1-120(L).

(9B) "Expenses" means reasonable expenses of any kind, including attorney's fees and other litigation-related expenses, that are incurred in connection with a matter.

(9C) "Filing entity" means an unincorporated entity that is required by law to file a public organic document for any of the purposes stated in the definition of that term.

(10) "Foreign corporation" means a corporation incorporated under a law other than the law of this state, that would be a business corporation if incorporated under the laws of this state.

(10A) "Foreign nonprofit corporation" means a corporation incorporated under a law other than the law of this state, that would be a nonprofit corporation if incorporated under the laws of this state.

(10B) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state.

(11) "Governmental subdivision" includes parish, authority, county, district, municipality, and any other state or local political subdivision.

(12) "Includes" denotes a partial definition.

(13) "Individual" means a natural person.

(13A) "Intangible property" means a thing that is classified as incorporeal, as distinguished from corporeal, or property that is classified as intangible, as distinguished from tangible, by the law of the jurisdiction that governs its ownership.

(13B) "Interest" means either or both of the following rights under the organic law of an unincorporated entity:

(a) The right to receive distributions from the entity either in the ordinary course or upon liquidation, other than as an assignee or other similar role.

(b) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.

(13C) "Interest holder" means a person who owns an interest.

(13D) "Knowledge" means actual knowledge. "Know" has a corresponding meaning.

(14) "Means" denotes an exhaustive definition.

(14A) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation.

(14B) "Nonfiling entity" means an unincorporated entity that is not a filing entity.

(14C) "Nonprofit corporation" or "domestic nonprofit corporation" means a corporation incorporated under the laws of this state and subject to the provisions of the Nonprofit Corporation Law.

(15) "Notice" is defined in R.S. 12:1-141.

(15A) "Organic document" means a public organic document or a private organic document.

(15B) "Organic law" means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity.

(15C) "Owner liability" means personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person solely by reason of the person's status as a shareholder, partner, member, or interest holder or solely by the terms of articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws or an organic document to make one or more specified shareholders, partners, members, or interest holders liable in their capacity as shareholders, partners, members, or interest holders for all or specified debts, obligations, or liabilities of the entity.

(16) "Person" includes an individual and an entity.

(16A) "Personal property" means a thing that is classified as movable, as distinguished from immovable, or property that is classified as personal, as distinguished from real, by the law of the jurisdiction that governs its ownership.

(17) "Principal office" means the office, in or out of this state, so designated in the most recent annual report or, until an annual report is filed, in the articles of incorporation, where the principal executive offices of a domestic or foreign corporation are located.

(17A) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an unincorporated entity. Where a private organic document has been amended or restated, the term means the private organic document as last amended or restated.

(17B) "Public organic document" means the document, if any, that is filed of public record to create an unincorporated entity, to allow it to own immovable property as to third persons, or to protect its shareholders, partners, members, or interest holders against owner liability. Where a public organic document has been amended or restated, the term means the public organic document as last amended or restated.

(18) "Proceeding" includes civil suit and civil, criminal, administrative, and investigatory action.

(18A) "Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.

(18B) "Qualified director" is defined in R.S. 12:1-143.

(18C) "Real property" means a thing that is classified as immovable, as distinguished from movable, or property that is classified as real, as distinguished from personal, by the law of the jurisdiction that governs its ownership.

(19) "Record date" means the date established under Part 6 or 7 of this Chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this Chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(19A) "Record shareholder" means either of the following:

(a) The person in whose name shares are registered in the records of the corporation.

(b) The person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to R.S. 12:1-723 on file with the corporation to the extent of the rights granted by such certificate.

(20) "Secretary" means the corporate officer responsible for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(21) "Shareholder" means, unless varied for purposes of a specific provision of this Chapter, a record shareholder.

(22) "Shares" means the units into which the proprietary interests in a corporation are divided.

(22A) "Sign" or "signature" means, with present intent to authenticate or adopt a document, either of the following:

(a) To execute or adopt a tangible symbol in a document, and includes any manual, facsimile, or conformed signature.

(b) To attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.

(23) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

(24) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(24A) "Tangible property" means a thing that is classified as corporeal, as distinguished from incorporeal, or property that is classified as tangible as distinguished from intangible, by the law of the jurisdiction that governs its ownership.

(24B) "Unincorporated entity" means an organization or juridical person that has a separate juridical personality and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, a foreign government, or any agency or subdivision of a foreign government. In addition, the term includes a general partnership, limited liability company, limited partnership, partnership in commendam, registered limited liability partnership, business trust, joint stock association, and unincorporated nonprofit association, regardless of whether any of those included forms of organization is treated as a juridical person under the relevant organic law.

(25) "Unanimous governance agreement" is defined in R.S. 12:1-732.

(25A) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.

(25B) "Votes entitled to be cast", when used in specifying the proportion of votes required to provide a shareholder quorum or approval of an action, means the number of votes in a voting group that would be cast at a meeting at which all shares in the voting group were present and voting.

(26) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this Chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this Chapter to vote generally on the matter are for that purpose a single voting group.

(27) "Voting power" means the current power to vote in the election of directors.

(27A) "Voting trust beneficial owner" means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to R.S. 12:1-730(A). "Unrestricted voting trust beneficial owner" means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.

(28) "Writing" or "written" means any information in the form of a document.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1317.1 — LA Code / Code revised-statutes / Title 12 / Section 1317.1
Company representation; state entities
Status: in_force

Any representative of a limited liability company having five or fewer members shall have the consent of a majority interest of the members and evidence of such consent by authentic act in order to represent the company interest to any state agency, board, or commission or to represent the company interest at any hearing or proceeding held by any state agency, board, or commission.

Acts 2001, No. 1186, §2.
La. Rev. Stat. § 12:1113 — LA Code / Code revised-statutes / Title 12 / Section 1113
Corporate authority
Status: in_force

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1201 — LA Code / Code revised-statutes / Title 12 / Section 1201
Merger and consolidation
Status: in_force

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1-931 — LA Code / Code revised-statutes / Title 12 / Section 1-931
Action on a plan of nonprofit conversion
Status: in_force

In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation, all of the following shall apply:

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

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

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

(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the nonprofit conversion.

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

(6) If any provision of the articles of incorporation, bylaws or an agreement to which any of the directors or shareholders are parties, adopted before January 1, 2015, applies to a merger, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended subsequent to that date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-851 — LA Code / Code revised-statutes / Title 12 / Section 1-851
Permissible indemnification
Status: in_force

A. Except as otherwise provided in this Section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if the requirements of Paragraph (1) or (2) of this Subsection are met:

(1) The director satisfied the requirements of Subparagraphs (a) and (b) and, if applicable, Subparagraph (c) of this Paragraph:

(a) The director conducted himself or herself in good faith.

(b) The director reasonably believed the relevant one of the following:

(i) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation.

(ii) In all other cases, that the director's conduct was at least not opposed to the best interests of the corporation.

(c) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.

(2) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by R.S. 12:1-202(B)(5), for which liability has been eliminated under R.S. 12:1-832.

B. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of Item (A)(1)(a)(ii) of this Section.

C. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this Section.

D. Unless ordered by a court under R.S. 12:1-854(A)(3), a corporation may not indemnify a director in connection with either of the following:

(1) A proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Subsection A of this Section.

(2) Any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:461 — LA Code / Code revised-statutes / Title 12 / Section 461
Limitation of use of term "co-operative"
Status: in_force

No person hereafter organized or doing business in this state shall be entitled to use the word "co-operative" as part of its corporate or other business name or title for producers' co-operative marketing activities, unless it has complied with the provisions of this Part.

Renumbered from R.S.1950, §12:371 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-1435 — LA Code / Code revised-statutes / Title 12 / Section 1-1435
Oppressed shareholder's right to withdraw
Status: in_force

A. If a corporation engages in oppression of a shareholder, the shareholder may withdraw from the corporation and require the corporation to buy all of the shareholder's shares at their fair value.

B. A corporation engages in oppression of a shareholder if the corporation's distribution, compensation, governance, and other practices, considered as a whole over an appropriate period of time, are plainly incompatible with a genuine effort on the part of the corporation to deal fairly and in good faith with the shareholder. Conduct that is consistent with the good faith performance of an agreement among all shareholders is presumed not to be oppressive. The following factors are relevant in assessing the fairness and good faith of the corporation's practices:

(1) The conduct of the shareholder alleging oppression.

(2) The treatment that a reasonable shareholder would consider fair under the circumstances, considering the reasonable expectations of all shareholders in the corporation.

C.(1) The term "fair value" has the same meaning in this Section and in R.S. 12:1-1436 as it does in R.S. 12:1-1301(4) concerning appraisal rights, except that the value of a withdrawing shareholder's shares is to be determined as of the effective date of the notice of withdrawal pursuant to Subsection D of this Section.

(2) The context of the transaction requiring appraisal, as described in R.S. 12:1-1301(4), is a sale of the entire corporation in an arm's-length transaction by a person who owns all of the shares in the corporation.

D. A shareholder may assert a right to withdraw under this Section by giving written notice to the corporation that the shareholder is withdrawing from the corporation on grounds of oppression. When the notice becomes effective it operates as an offer by the shareholder, irrevocable for sixty days, to sell to the corporation at fair value the entirety of the shareholder's shares in the corporation. The notice need not specify the price that the withdrawing shareholder proposes as the fair value of the shares, but if the notice does specify a price, the price shall be part of the offer to sell made by the shareholder.

E. The corporation may accept the offer to sell made in the shareholder's notice of withdrawal by giving the withdrawing shareholder written notice of its acceptance during the sixty days that the offer is irrevocable. If the shareholder's notice of withdrawal specifies a price for the shares, the corporation's notice of acceptance operates as an acceptance of both the offer to sell and the proposed price unless the notice states that the corporation is accepting the offer to sell, but not the price; in that case the notice of acceptance operates only as an acceptance of the shareholder's offer to sell the shares at their fair value. The corporation's acceptance of the shareholder's offer does not operate as an admission or as evidence that the corporation has engaged in oppression of the shareholder.

F. A notice of acceptance that operates as an acceptance of both the shareholder's offer to sell and the shareholder's proposed price forms a contract of sale of the shares at that price, payable in cash. The contract includes the warranties of a seller of investment securities under the Uniform Commercial Code and imposes a duty on the selling shareholder to deliver any certificates issued by the corporation for the withdrawing shareholder's shares or, if a certificate has been lost, stolen, destroyed, or previously delivered to the corporation, an affidavit to that effect. Either party may file an action to enforce the contract at the specified price if the contract is not fully performed within thirty days after the effective date of the notice of acceptance. If a withdrawing shareholder fails to deliver the certificate for a share purchased by the corporation under a contract formed under this Subsection, the shareholder owes the same indemnity obligation as a shareholder who sells shares as described in R.S. 12:1-1436(F).

G. If the corporation does not accept the withdrawing shareholder's offer as provided in Subsection E of this Section, the shareholder may file an ordinary proceeding against the corporation in district court to enforce the shareholder's right to withdraw. A judgment in the action that recognizes the right of the shareholder to withdraw on grounds of oppression is a partial judgment under Code of Civil Procedure Article 1915(B). The trial on the valuation of the shares is governed by R.S. 12:1-1436.

H. Venue for an action filed under Subsection F or G of this Section lies in the district court of the parish where the corporation's principal office or, if none in this state, where its registered office is located.

I. A corporation's obligation to purchase a withdrawing shareholder's shares as provided in this Section or R.S. 12:1-1436 is subject to any limitation or requirement respecting a corporation's acquisition of its own shares as imposed by R.S. 12:1-631, R.S. 12:1-640, R.S. 6:518, or any other provision of state or federal law applicable to the corporation, including any order, plan, directive, or enforcement action issued by an administrative or regulatory agency pursuant to state or federal law.

J.(1) The shareholders of a corporation may waive the right to withdraw under this Section by unanimous written consent, provided in accordance with R.S. 12:1-704, stating that the shareholders are waiving the right provided by law to withdraw from the corporation on grounds of oppression. The waiver takes effect when the last consent required to make the consent effective under R.S. 12:1-704 is delivered to the corporation, and the corporation shall send written notice to the shareholders of that date promptly after it is known. The waiver remains in effect for fifteen years from the date that it becomes effective, or for any shorter period stated in the waiver to which the shareholders consent.

(2) The existence of the waiver shall be noted on each share certificate in the same way that the existence of a unanimous governance agreement is required to be noted under R.S. 12:1-732(C), and the failure to note the existence of the waiver on a share certificate has the same effect with respect to the waiver as a failure to note a unanimous governance agreement has with respect to that agreement. Except as stated in this Subsection and in Subsection K of this Section, the right of an oppressed shareholder to withdraw from a corporation under this Section may not be diminished.

K. This Section shall not apply in the case of a corporation that, on the effective date of the withdrawal notice under Subsection C of this Section, has shares that are covered securities under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.

L. Without limiting any remedy available on other grounds, the right to withdraw in accordance with this Section and R.S. 12: 1-1436 is the exclusive remedy for oppression. An allegation of oppression, as such, does not provide an independent or additional basis for an action by a shareholder to recover damages from the corporation or its directors, officers, employees, agents, or controlling persons.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1; Acts 2022, No. 261, §2.
La. Rev. Stat. § 12:131 — LA Code / Code revised-statutes / Title 12 / Section 131
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §12, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1975, No. 433, §1; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 914, §1; Acts 2010, No. 7, §2, eff. May 19, 2010; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1501 — LA Code / Code revised-statutes / Title 12 / Section 1501
Applicability
Status: in_force

The provisions of this Chapter shall be applicable to all business organizations defined in R.S. 12:1502(B).

Acts 2001, No. 1126, §1, eff. June 28, 2001; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:115 — LA Code / Code revised-statutes / Title 12 / Section 115
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. § 12:1-720 — LA Code / Code revised-statutes / Title 12 / Section 1-720
Shareholders' list for meeting
Status: in_force

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.

B. The shareholders' list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of R.S. 12:1-1602(C) other than the required percentage and duration of ownership of shares, to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.

C. The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.

D. If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney, to inspect the shareholders' list before or at the meeting, or copy the list as permitted by Subsection B of this Section, the district court of the parish where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may in a summary proceeding order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

E. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1301 — LA Code / Code revised-statutes / Title 12 / Section 1-1301
Definitions
Status: in_force

In this Part, the following meanings shall apply:

(1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of R.S. 12:1-1302(B)(4), an entity is deemed to be an affiliate of its senior executives.

(2) "Beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(3) "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in R.S. 12:1-1322 through 1-1331, includes the surviving entity in a merger.

(3.1) "Excluded shares" means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(4) "Fair value" means the value of the corporation's shares determined immediately before the effectuation of the corporate action to which the shareholder objects, using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to R.S. 12:1-1302(A)(5).

(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the rate of judicial interest.

(5.1) "Interested person" means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action, satisfies any of the following criteria:

(a) Was the beneficial owner of twenty percent or more of the voting power of the corporation, other than as owner of excluded shares.

(b) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of twenty-five percent or more of the directors to the board of directors of the corporation.

(c) Was a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than any of the following:

(i) Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action.

(ii) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in R.S. 12:1-862.

(iii) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

(5.2) "Interested transaction" means a corporate action described in R.S. 12:1-1302(A) involving an interested person in which any of the shares or assets of the corporation are being acquired or converted.

(6) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series with respect to distributions.

(7) [Reserved.]

(8) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function.

(9) "Shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1175 — LA Code / Code revised-statutes / Title 12 / Section 1175
Shareholders' agreements
Status: in_force

Any lawful provision regulating the affairs of an architectural-engineering 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 shareholders.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:306 — LA Code / Code revised-statutes / Title 12 / Section 306
Effect of certificate of authority
Status: in_force

A foreign corporation which before January 1, 1969 has received a certificate of authority which is still valid, or which shall on or after January 1, 1969 receive a certificate of authority, shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this Chapter:

(1) Be authorized to transact business in this state, subject to such limitations as may be recited in the certificate of authority;

(2) Enjoy the same, but no greater, rights and privileges as a business or nonprofit corporation organized under the laws of this state to transact the business which such foreign corporation is authorized to transact in this state; and

(3) Except as in this Chapter otherwise provided, be subject to the same duties, restrictions, penalties and liabilities imposed on or after January 1, 1969 upon a business or nonprofit corporation of like character organized under the laws of this state.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-935 — LA Code / Code revised-statutes / Title 12 / Section 1-935
Abandonment of a nonprofit conversion
Status: in_force

A. Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.

B. If a nonprofit conversion is abandoned under Subsection A of this Section after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this Section, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion shall be deemed abandoned and shall not become effective.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:470 — LA Code / Code revised-statutes / Title 12 / Section 470
Application of Chapter 1
Status: in_force

The provisions of Chapter 1 and all powers and rights thereunder, shall apply to any association organized under this Part, except where such provisions are in conflict with the express provisions of this Part.

Renumbered from R.S.1950, §12:380 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:262 — LA Code / Code revised-statutes / Title 12 / Section 262
Action by the state to annul, vacate, or forfeit corporate franchise; suspension
Status: in_force

A. Except as otherwise provided in this Title or as otherwise provided by law, the secretary of state may bring an action against any corporation to procure a judgment annulling, vacating, or forfeiting its articles and franchise upon the ground that:

(1) The corporate franchise was procured through fraud practiced upon the state; or

(2) The corporation has continued to abuse authority conferred upon it; or

(3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter; or

(4) The corporation has failed to designate and maintain a registered office, or to designate and maintain a registered agent, under the conditions, and in the manner, prescribed in this Chapter.

B. If the cause of action is grounded on an act which the corporation has done or omitted to do which can be corrected by amendment of the articles or by other corporate action, then such action shall not be instituted or maintained unless, not less than sixty days prior to the institution of the action, the corporation has been given notice in writing of the act done or omitted to be done, which will be urged as the ground for the action, and demand for the correction thereof, and the corporation has failed, neglected or refused to correct the same within such sixty-day period.

C. In any such action, which shall be a summary proceeding, the court may grant the relief asked for, or such other or partial relief as to it seems just and expedient. If judgment is rendered annulling, vacating or forfeiting the articles and franchise, such judgment may be set aside at any time within the time allowed for taking an appeal therefrom, upon a showing that the grounds for the judgment have been cured.

D.(1) In addition to the other remedies provided by this section, the secretary of state is authorized to suspend the corporate franchise and the articles of incorporation of any corporation which has failed to comply, according to the records of his office, with Paragraph (A)(4) of this Section and to revoke such suspension where such failure to comply with said paragraph has been remedied by compliance.

(2) Before the corporate franchise or articles of incorporation are suspended under the provisions of this Subsection, any corporation having failed to comply with such paragraph, according to the records of the office of the secretary of state, shall be notified in writing, certified mail, return receipt requested, at its last known address, of such noncompliance, and such notice shall afford any such corporation fifteen days from the receipt of such written notice, to comply with said paragraph or to show cause why said written notice should not have been given.

(3) The secretary of state is authorized to hold hearings and take evidence where the corporation undertakes to show cause why its franchise and articles of incorporation should not be suspended and to make an order suspending the franchise and articles of incorporation in the light of such evidence where such order is justified according to same. Such order shall be recorded in the archives of his office.

(4) Where notice of noncompliance has been furnished as provided in this Subsection and no showing or reply has been made within the fifteen day period herein allowed, it shall be presumed that the corporation has failed to comply with Paragraph (A)(4) of this Section and the secretary of state may suspend the franchise and articles of incorporation of any such corporation. In the event any such corporation thereafter complies with the requirements of said paragraph, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to said corporation and to restore same to good standing and record same in the archives of his office.

(5) Where any order of suspension is made under this Subsection, the secretary of state shall forward a certified copy thereof to the corporation's last known address, certified mail, return receipt requested. Similar notice shall be furnished in the event of revocation of such suspension.

Acts 1968, No. 105, §1. Amended by Acts 1972, No. 601, §1.
La. Rev. Stat. § 12:1-1443 — LA Code / Code revised-statutes / Title 12 / Section 1-1443
Effective date and effects of termination
Status: in_force

A. The filing by the secretary of state of a corporation's articles of termination under R.S. 12:1-1440 or 1-1441 or a certificate of termination under R.S. 12:1-1442 causes the existence of the corporation to terminate on the effective date of the articles or certificate of termination. The effects of the filing of the articles or certificate of termination are not affected by any error in the articles or certificate, but the error may justify reinstatement of the corporation as provided in R.S. 12:1-1444 or the appointment of a liquidator as provided in R.S. 12:1-1445.

B. When the existence of the corporation terminates, the corporation's juridical personality ends except for purposes of any of the following:

(1) Reserving the corporation's name as provided in R.S. 12:1-402(C).

(2) Concluding any proceeding to which the corporation is a party at the time of the termination.

(3) Continuing to own any undistributed corporate assets and to owe any undischarged corporate obligations or liabilities.

(4) Disposing of immovable property owned by the corporation pursuant to a resolution of the board of directors.

C. The termination does not do any of the following:

(1) Extinguish any claim against the corporation.

(2) Abate any proceeding to which the corporation is a party.

(3) Cause any obligation or liability owed by the corporation to become the obligation or liability of any of the corporation's current or former shareholders, directors, officers, employees, or agents.

(4) Cause any undistributed asset of the corporation to become the property of any of the corporation's current or former shareholders, directors, officers, employees, or agents.

D. A terminated corporation's juridical personality, and the authority of a person acting on the corporation's behalf as its legal counsel or managerial representative, continues for purposes of Paragraph (B)(2) of this Section as if the termination had not occurred, but subject to the power of an authorized representative of a reinstated corporation, or of a liquidator appointed in accordance with R.S. 12:1-1445, to change the identity or authority of the legal counsel or managerial representative.

E. The existence of a terminated corporation may be reinstated as provided in R.S. 12:1-1444, and a liquidator may be appointed as provided in R.S. 12:1-1445 for any proper purpose. Unless a terminated corporation is reinstated, any action that is commenced by or against the corporation after the effective date of its termination shall be brought by or against a liquidator that is appointed in accordance with R.S. 12:1-1445.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 89, §1.
La. Rev. Stat. § 12:1062 — LA Code / Code revised-statutes / Title 12 / Section 1062
Merger and consolidation
Status: in_force

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:59 — LA Code / Code revised-statutes / Title 12 / Section 59
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 2005, No. 97, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:140.13 — LA Code / Code revised-statutes / Title 12 / Section 140.13
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1988, No. 173, §1, eff. June 29, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-831 — LA Code / Code revised-statutes / Title 12 / Section 1-831
Standards of liability for directors
Status: in_force

A. A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes both of the following:

(1) No defense interposed by the director based on R.S. 12:1-832, a provision in the articles of incorporation authorized by R.S. 12:1-202(B)(6), the protection afforded by R.S. 12:1-861 for action taken in compliance with R.S. 12:1-862 or R.S. 12:1-863, or the protection afforded by R.S. 12:1-870, precludes liability.

(2) The challenged conduct consisted or was the result of one of the following:

(a) Action not in good faith.

(b) A decision that the director did not reasonably believe to be in the best interests of the corporation, or as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances.

(c) A lack of objectivity due to the director's familial, financial, or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct, which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation, and after a reasonable expectation to such effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation.

(d) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefore.

(e) Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

B.(1) The party seeking to hold the director liable for money damages, shall also have the burden of establishing both of the following:

(a) Harm to the corporation or its shareholders has been suffered.

(b) The harm suffered was proximately caused by the director's challenged conduct.

(2) The party seeking to hold the director liable for other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances.

(3) The party seeking to hold the director liable for other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

C. Nothing contained in this Section shall be construed to do any of the following:

(1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under R.S. 12:1-861(B)(3), alter the burden of proving the fact or lack of fairness otherwise applicable.

(2) Alter the fact or lack of liability of a director under another provision of this Chapter, such as the provisions governing the consequences of an unlawful distribution under R.S.12:1-833 or a transactional interest under R.S. 12:1-861.

(3) Affect any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States.

Acts 2014, No. 328, §1, eff. Jan. 1, 2105; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:245 — LA Code / Code revised-statutes / Title 12 / Section 245
When merger or consolidation effective
Status: in_force

A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.

B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:499.1 — LA Code / Code revised-statutes / Title 12 / Section 499.1
Short title; purpose
Status: in_force

A. This Part shall be known as the "Cooperative Housing Corporation Law".

B. The purpose of this Part is to foster safe, decent, and affordable housing in the state by enabling individuals to form cooperative corporations for the purpose of developing, acquiring, owning, and/or operating multi-family and single family housing units on a cooperative plan.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-853 — LA Code / Code revised-statutes / Title 12 / Section 1-853
Advance for expenses
Status: in_force

A. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation both of the following:

(1) A written affirmation of the director's good faith belief that the relevant standard of conduct described in R.S. 12:1-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under R.S. 12: 1-832.

(2) A written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under R.S. 12:1-852 and it is ultimately determined under R.S. 12:1-854 or 1-855 that the director has not met the relevant standard of conduct described in R.S. 12:1-851.

B. The undertaking required by Paragraph (A)(2) of this Section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

C. Authorizations under this Section shall be made by one of the following:

(1) By the board of directors in either of the following manners:

(a) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote.

(b) If there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with R.S. 12:1-824(C), in which authorization directors who are not qualified directors may participate.

(2) By the shareholders, except that shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:236 — LA Code / Code revised-statutes / Title 12 / Section 236
Registered office and agent
Status: in_force

A. Every corporation shall continuously maintain an office in this state, to be known as its registered office. The location and post office address of the original registered office shall be stated in the articles, as provided in R.S. 12:203.

B. After incorporation, a change in the location of the registered office may be authorized at any time by the board of directors. Within thirty days after the change is made, notice of the change, and of the address of the new registered office, shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located. If the registered office should be vacated by the corporation, a new registered office shall be designated by the board, and notice of the change and of the post office address of the new office shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located, within thirty days. The designation of a registered office shall remain effective until a change is made therein, and notice of the change is filed in the manner hereinabove provided; except that if no notice of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the corporation itself. If the registered office is changed from one parish to another, the notice of change shall be filed with the recorder of mortgages of both the parish from which, and that to which, the registered office is removed. The registered office shall be considered the domicile of the corporation for all purposes.

C.(1)(a) Every corporation shall continuously maintain in this state at least one registered agent, which agent may be any of the following:

(i) An individual who is a resident of this state.

(ii) A partnership which is authorized to practice law in this state.

(iii) A business corporation, limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, 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 a certificate or amended certificate setting forth the names of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.

(b) Legal process and other notices or demands may be served on the corporation by service upon this agent and if the agent is a partnership, upon any partner.

(2) The full name and address of the agent shall be stated in the articles, as provided in R.S. 12:203, and a notarized affidavit of acknowledgement and acceptance signed by each such agent shall be attached thereto. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Subsection shall not be a defense to proper service of process on the corporation. The address of the registered agent in this state may be changed by filing with the secretary of state, by either the corporation or the agent, of written notice of such change, a copy of which shall also be filed with the recorder of mortgages of the parish of the corporation's domicile. Notice of change of the name of a corporate or partnership registered agent shall be filed in like manner within thirty days after the change.

(3) A registered agent may resign, but such resignation shall be effective only when written notice thereof has been given to the corporation, the secretary of state, and the recorder of mortgages of the parish in which the registered office is located. 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 by the board of directors within thirty days after the resignation or other event which terminated the tenure of the former agent. The full name and municipal street address of the successor agent shall be certified in writing signed in the name of the corporation by an officer of the corporation, and shall be filed with the secretary of state and the recorder of mortgages. Upon compliance with the foregoing provisions, including the requirement of a notarized affidavit of acceptance, the successor agent shall be vested with the powers of the agent succeeded.

D. The secretary of state and each recorder of mortgages shall keep in their respective offices, for public inspection, a permanent record of registered offices and agents, showing all changes therein and the date of each change.

E. In addition to the procedures contained in Subsections B and C of this Section, a corporation may change the name of its registered agent or the location of its registered office by including such change in the annual report required by R.S. 12:205.1. When a change in address or location is made pursuant to this Subsection, the corporation shall cause notice of such change to be recorded in the office of the recorder of mortgages of the parish in which the new registered office is located, as well as in the office of the recorder of mortgages of the parish from which the registered office was changed.

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

Acts 1968, No. 105, §1; Amended by Acts 1987, No. 769, §1; Acts 1988, No. 99, §1; Acts 1991, No. 333, §1; Acts 2001, No. 1187, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:140.14 — LA Code / Code revised-statutes / Title 12 / Section 140.14
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. § 12:244 — LA Code / Code revised-statutes / Title 12 / Section 244
Consolidation; articles of incorporation
Status: in_force

A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:203, except that:

(1) The nonprofit, business and foreign corporations consolidating shall be named as the incorporators of the new corporation;

(2) The articles shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;

(3) The articles shall also state the manner of converting the shares or memberships of each of the consolidating nonprofit, business and foreign corporations into shares, memberships or obligations of the new corporation.

B. The articles shall be filed and recorded, and a certificate of incorporation issued, as provided in R.S. 12:205.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-624 — LA Code / Code revised-statutes / Title 12 / Section 1-624
Share options
Status: in_force

A. A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

B. The terms and conditions of such rights, options or warrants, including those outstanding on the effective date of this Section, may include, without limitation, restrictions or conditions that do any of the following:

(1) Preclude or limit the exercise, transfer or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons.

(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.

C. The board of directors may authorize one or more officers to designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares and to determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants, or other equity compensation awards and the terms thereof to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-807 — LA Code / Code revised-statutes / Title 12 / Section 1-807
Resignation of directors
Status: in_force

A. A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.

B. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-744 — LA Code / Code revised-statutes / Title 12 / Section 1-744
Dismissal
Status: in_force

A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.

B. Unless a panel is appointed pursuant to Subsection E of this Section, the determination in Subsection A of this Section shall be made by one of the following:

(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum.

(2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

C. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the petition shall allege with particularity facts establishing either of the following:

(1) That a majority of the board of directors did not consist of qualified directors at the time the determination was made.

(2) That the requirements of Subsection A of this Section have not been met.

D. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met; if not, the corporation shall have the burden of proving that the requirements of Subsection A of this Section have been met.

E. Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1308.3 — LA Code / Code revised-statutes / Title 12 / Section 1308.3
Conversion of state of organization
Status: in_force

A. Unless prohibited by the laws of the other state, a domestic limited liability company may convert its state of organization from this state to any other state, and a foreign limited liability company may convert its state of organization from any other state to this state.

B. Such conversion may be made by a limited liability company only pursuant to this Section and only after authorization by a majority of the members, or by such larger vote as the articles of organization or an operating agreement may require.

C. The domestic or foreign limited liability company seeking conversion shall file with the secretary of state a written request for conversion of the state of organization. If the company is manager-managed, the request shall be executed by a manager of the company. The request for conversion shall be acknowledged by at least one of the persons who signed it or may be executed by authentic act. The secretary of state may prescribe and furnish forms for filing the request for conversion. If the company is member-managed, the request shall be executed by a member of the company. The request shall contain all of the following:

(1) The name of the limited liability company, which shall comply with the provisions of R.S. 12:1306.

(2) The full name and municipal address of either each current manager of the limited liability company, if management of the limited liability company is vested in one or more managers, or of each of the current members, if management of the limited liability company is reserved to the members.

(3) A statement, as appropriate, that the limited liability company is converting its state of organization from another named state to this state and is continuing its existence in and under the laws of this state, or is converting its state of organization from this state to another named state and is continuing its existence in and under the laws of such other named state.

(4) A statement that a majority of the members, or such larger vote as the articles of organization or the operating agreement may require, has approved the conversion of the state of organization.

(5) The manner and basis of converting the interests of the members of the limited liability company into the interests of the members in the converted limited liability company.

(6) A statement that the limited liability company, in changing its state of organization, has complied with the laws and requirements of both the prior and new state of organization.

(7) Any other provision, attachment, or exhibit, not inconsistent with law, that the members elect to set forth or include in the certificate of conversion.

(8) If the limited liability company is converting its state of organization from another state to this state:

(a) The location and municipal street address, if any, of the limited liability company's registered office. An address consisting of a post office box alone is insufficient.

(b) The location and municipal street address, if any, of each of the limited liability company's registered agents, together with a notarized affidavit of acknowledgment and acceptance signed by each such agent. An address consisting of a post office box alone is insufficient.

(c) A copy of its articles of organization which are in compliance with the requirements of R.S. 12:1305, when the written request for conversion is filed with the secretary of state.

D. The request for conversion may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.

E. If the secretary of state finds that the request for conversion is in compliance with the provisions of this Section, and after all fees have been paid as required by law, the secretary of state shall record in his office the request for conversion and any attachments or exhibits thereto, after endorsing thereon the date and, if requested, the hour of filing. Thereafter, the secretary of state shall either issue to the limited liability company a certificate of conversion, reciting that such limited liability company has complied with the requirements of this state for converting its state of organization, or advise the limited liability company with reasons why it has denied the request for conversion.

F. Upon receipt of the certificate of conversion from the secretary of state, and after compliance as applicable with the laws of the other state:

(1) A domestic limited liability company converting its state of organization from this state to another state shall be deemed to be organized solely under the laws of such other state and no longer under the laws of this state. The limited liability company shall continue to exist without interruption in its organizational form. All rights, title, interests, obligations, and liabilities of the limited liability company shall continue in the limited liability company without impairment, diminution, or termination. Any proceeding pending by or against the limited liability company or its members or managers, in their capacities as such, may be continued by or against the limited liability company without the need for substituting a new party to such proceeding as a result of any conversion of the state of organization as authorized in this Section. The limited liability company shall be deemed to have appointed the secretary of state in this state as its agent for service of process in any proceeding to enforce any liability or obligation against the limited liability company arising or existing prior to the effective time of the conversion of the state of organization.

(2) A foreign limited liability company converting its state of organization from another state to this state shall be deemed to be organized solely under the laws of this state and no longer under the laws of such other state. The limited liability company shall continue to exist without interruption in its organizational form. All rights, title, interests, obligations, and liabilities of the limited liability company shall continue in the limited liability company without impairment, diminution, or termination. Any proceeding pending by or against the limited liability company or its members or managers, in their capacities as such, may be continued by or against the limited liability company without the need for substituting a new party to such proceeding as a result of a change of the state of organization authorized under this Section. The certificate of conversion issued by the secretary of state shall be conclusive evidence of the fact that the limited liability company has been duly organized under the laws of this state, except that in any proceeding brought by the state to annul, forfeit, or vacate a company's franchise, the certificate of conversion shall be only prima facie evidence of due organization.

G. In addition to the other requirements of this Section, a domestic limited liability company converting its state of organization from this state to another state shall also file with the secretary of state a certified copy of the certificate of organization or other official certificate obtained by it from the other state evidencing the company's organization under the laws of such state. Such certified copy shall be filed with the secretary of state not later than thirty days after issuance of the official certificate evidencing the company's organization under the laws of the other state.

Acts 2012, No. 476, §1, eff. Jan. 1, 2013; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1862 — LA Code / Code revised-statutes / Title 12 / Section 1862
Insolvencies
Status: in_force

A. If the fund is insolvent, in addition to any other provision of law or rule, the department shall require that the fund files a written plan within sixty days from the date the fund becomes aware of the insolvency, and the plan shall be signed by the board of trustees. In determining the fund's insolvency, assets shall not include intangible property, such as patents, trade names, or goodwill. The plan submitted by the fund to eliminate the insolvency shall set forth in detail the means by which the fund intends to eliminate the insolvency and may include an assessment of the members of the fund including the timetable for implementation of the plan and requirements for reporting to the department. The department shall review the plan submitted by the fund and notify the fund of the plan's approval or disapproval within thirty days of the department's receipt of the plan.

B. If the department determines that a plan submitted by the fund is disapproved or, once a plan has been approved by the department, that the fund is not implementing a plan in accordance with the terms of the plan, the department shall give written notification to the fund of its determination.

C. If administrative supervision becomes necessary, the provisions of Subpart H of Part III of Chapter 2 of Title 22 of the Louisiana Revised Statutes of 1950 shall apply to the fund, and the department shall have administrative supervision over the fund in the same manner as if the fund were an insurance company.

D.(1) In addition to any other powers of the department, if the group self-insurance fund is insolvent, operating in a hazardous financial condition, or operating in violation of the requirements of this Chapter, the department may institute delinquency proceedings against the fund, including entering an order for injunctive relief or placing the fund into administrative supervision pursuant to R.S. 22:731 et seq. or into receivership pursuant to R.S. 22:2001 et seq.

(2) The department shall promulgate rules and regulations in accordance with the Administrative Procedure Act providing for the grounds, conduct, and procedures applicable to the delinquency proceedings.

E. The distribution of general assets from the estate of the fund shall be prioritized as follows:

(1) The department's costs and expenses of administration.

(2) Payment of claims to third parties and insureds arising out of and within the coverage of agreements or evidences of coverage issued by the fund, up to the policy limits.

(3) Payment of claims by the federal government other than those claims otherwise prioritized within this Subsection.

(4) Payment of compensation owed to employees of the fund shall be paid in accordance with the applicable provisions of administrative supervision pursuant to R.S. 22:731 et seq. or receivership pursuant to R.S. 22:2001 et seq.

(5) Payment of claims for unearned premiums or other premium refunds and claims of general creditors, including claims of any ceding and assuming company in their capacity as such.

(6) Payment of all other claims.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-822 — LA Code / Code revised-statutes / Title 12 / Section 1-822
Notice of meeting
Status: in_force

A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

B. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least forty-eight hour notice of the date, time, and place of the meeting. Except as otherwise provided in the articles of incorporation or bylaws, the notice shall describe the purpose or purposes of the special meeting.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1137 — LA Code / Code revised-statutes / Title 12 / Section 1137
Action of shareholders
Status: in_force

Any action by, or requiring the assent of, the shareholders of a professional psychology 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. 523, §1.
La. Rev. Stat. § 12:1414 — LA Code / Code revised-statutes / Title 12 / Section 1414
Short title
Status: in_force

This Chapter shall be known and may be referred to as the "Professional Social Work Corporations Act".

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1314 — LA Code / Code revised-statutes / Title 12 / Section 1314
Duties of members and managers
Status: in_force

A. Subject to the provisions of R.S. 12:1315, a 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:

(1) Shall be deemed to stand in a fiduciary relationship to the limited liability company and its members and shall discharge his duties in good faith, with the diligence, care, judgment, and skill which an ordinary prudent person in a like position would exercise under similar circumstances. Nothing contained in this Section shall derogate from any indemnification authorized by R.S. 12:1315.

(2) In discharging his duties, shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company, the members, managers, or any committee thereof by any of the limited liability company's members, managers, employees, or by any committee of the members or managers, or by any legal counsel, appraiser, engineer, including a petroleum reservoir engineer, or independent or certified public accountant selected with reasonable care by the members, managers, any committee thereof, any agent having the authority to make such selection, or by any other person as to matters the 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, reasonably believes are within such other person's professional or expert competence and which person is selected with reasonable care by the members, managers, any committee thereof, or any agent having the authority to make such selection.

(3) Is not protected by Paragraph (2) of this Subsection if he has knowledge concerning the matter in question that makes reliance otherwise permitted by Paragraph (2) of this Subsection unwarranted.

(4) Shall not be liable for any action taken on behalf of the limited liability company or any failure to take any action if he performed the duties of his office in compliance with this Section.

(5) Shall account to the limited liability company and hold as trustee for it any profit or benefit derived by him, without the informed consent of a majority of the uninterested members in accordance with R.S. 12:1318(C), from any transaction connected with the conduct or winding up of the limited liability company or from any personal use by him of its property unless he proves under strict judicial scrutiny the fairness of the transaction to the limited liability company.

B. Notwithstanding the provisions of Subsection A of this Section, a member or manager shall not be personally liable to the limited liability company or the members thereof for monetary damages unless the member or manager acted in a grossly negligent manner as defined in Subsection C of this Section, or engaged in conduct which demonstrates a greater disregard of the duty of care than gross negligence, including but not limited to intentional tortious conduct or intentional breach of his duty of loyalty.

C. As used in this Section, "gross negligence" shall be defined as a reckless disregard of or a carelessness amounting to indifference to the best interests of the limited liability company or the members thereof.

D. A member or manager who makes a business judgment in good faith fulfills the duty of diligence, care, judgment, and skill under Subsection A of this Section if the member or manager:

(1) Does not have a conflict of interest with respect to the subject of the business judgment.

(2) Is informed with respect to the subject of the business judgment to the extent the member or manager reasonably believes to be appropriate under the circumstances.

(3) Rationally believes that the business judgment is in the best interests of the limited liability company and its members.

E. A person alleging a breach of the duty of diligence, care, judgment, and skill owed by a member or manager under Subsection A has the burden of proving the alleged breach of duty, including the inapplicability of the provisions as to the fulfillment of the duty under Paragraph A(2) and Subsection D, and, in a damage action, the burden of proving that the breach was the legal cause of damage suffered by the limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1999, No. 1253, §2, eff. July 12, 1999.
La. Rev. Stat. § 12:1151 — LA Code / Code revised-statutes / Title 12 / Section 1151
Terms defined
Status: in_force

As used in this Chapter:

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

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:301 — LA Code / Code revised-statutes / Title 12 / Section 301
Condition precedent to transacting business
Status: in_force

No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, 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. No foreign corporation shall be entitled to procure such a certificate of authority to transact in this state any business which a corporation organized under Chapter 1 or 2 of this Title is not permitted to transact. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized, governing its organization and internal affairs, differ from the laws of this state.

Acts 1968, No. 105, §1; Acts 1999, No. 342, §5.
La. Rev. Stat. § 12:1308 — LA Code / Code revised-statutes / Title 12 / Section 1308
Registered office and registered agent
Status: in_force

A. Each limited liability company shall continuously maintain:

(1) A registered office in this state.

(2) At least one registered agent who shall be one of the following:

(a) A citizen of the state who resides in this state.

(b) A partnership or professional law corporation, which is authorized to practice law in this state, or a domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a limited liability company for service of process and which has on file with the secretary of state a certificate setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served upon it as such agent. Legal process and other notices or demands may be served on the limited liability company by service upon this agent and, if the agent is a partnership, upon any partner.

B. The location and post office address of the original registered office and the full name and post office address of the original registered agent shall be stated in the initial report as provided in R.S. 12:1305(E).

C.(1) After organization, a limited liability company may change its registered agent or registered office by filing for record with the secretary of state a statement authorizing the designation or change signed 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. Any change of registered agent shall be accompanied by a notarized affidavit of acknowledgment and acceptance signed by the new registered agent.

(2) A limited liability company may change the address of its registered agent by filing for record with the secretary of state a statement of the change signed 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.

(3) A change of a registered office or registered agent or address of the registered agent for a limited liability company under this Subsection shall be effective when the secretary of state accepts the statement for record.

D.(1) A registered agent may change his address in this state by filing for record with the secretary of state a statement of the change signed by him or on his behalf.

(2) The statement shall include the name of the limited liability company for which the change is effective and the new address of the registered agent.

(3) If the old and new addresses of the registered agent are the same as the old and new addresses of the registered office of the limited liability company, the statement may include a change of address of the registered office if:

(a) The registered agent notifies the limited liability company in writing.

(b) The statement recites that the registered agent has done so.

(4) The change of address of the registered agent or registered office is effective when the secretary of state accepts the statement for record.

E.(1) A registered agent may resign but such resignation shall be effective only by providing written notice to the limited liability company and the secretary of state. If the registered agent resigns, or for any other reason the limited liability company ceases to maintain a registered agent, a successor agent shall be appointed pursuant to Paragraph (C)(1) of this Section and the successor agent's address shall be filed pursuant to Paragraph (C)(2) of this Section, within thirty days of the resignation or other event which terminated the tenure of the former agent. Upon compliance with the provisions of this Section, the successor agent shall be vested with the powers of the agent succeeded.

(2) Repealed by Acts 2003, No. 367, §2.

F. The designation of a registered office shall remain effective until a change is made therein and notice of the change is filed in the manner hereinabove provided. However, if no statement of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the limited liability company itself. The registered office shall be considered the domicile of the limited liability company for all purposes.

G. The secretary of state may prescribe and furnish forms to file the notice of change and agent resignation.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2003, No. 367, §§1 and 2; Acts 2004, No. 543, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-204 — LA Code / Code revised-statutes / Title 12 / Section 1-204
Liability for preincorporation transactions
Status: in_force

[Reserved.]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1856 — LA Code / Code revised-statutes / Title 12 / Section 1856
Requirements; excess insurance; administrative and service companies; status; liability; refunds
Status: in_force

A. The fund established pursuant to this Chapter shall comply with all of the following items:

(1) File rates in accordance with R.S. 12:1860 and maintain at least seven hundred fifty thousand dollars in earned premiums in the first fund year. In the second and each subsequent year, the fund shall maintain at least two million dollars in earned premiums. The amounts maintained shall be documented on the fund's audited financial statement prepared in accordance with generally accepted accounting principles.

(2)(a) During the first fund year, the fund shall deposit with the department a safekeeping receipt or trust receipt from a bank doing business in this state or from a savings and loan association chartered to do business in the state indicating that the fund has deposited and pledged one hundred thousand dollars in money or bonds of the United States, the state of Louisiana, or any political subdivision of the state, having a par value of one hundred thousand dollars, or post a surety bond issued by a corporate surety authorized to do business in this state, in the amount of one hundred thousand dollars, to secure the obligations of the fund as required by this Chapter.

(b) In the second and subsequent fund years, the fund shall deposit with the department a safekeeping receipt or trust receipt from a bank doing business in this state or from a savings and loan association chartered to do business in this state indicating that the fund has deposited and pledged two hundred fifty thousand dollars in money or bonds of the United States, the state of Louisiana, or any political subdivision of the state, having a par value of two hundred fifty thousand dollars, or post a surety bond issued by a corporate surety authorized to do business in this state, in the amount of two hundred fifty thousand dollars, to secure the obligations of the fund as required by this Chapter.

(3) Provide property coverage as required by this Chapter.

(4)(a) Maintain, on a fund-year basis, a contract or contracts of specific excess insurance or reinsurance of not less than an amount that is actuarially sound and approved by the department. The maximum retention under the excess insurance or reinsurance contracts shall not exceed amounts as may be provided by the department.

(b) For purposes of authorizing the purchase of reinsurance as required by this Subsection, the fund shall be deemed an insurer. The excess insurance or reinsurance shall be purchased only from a company having a rating of A- by A.M. Best Rating Services, Inc., A- by Fitch Ratings, A by Weiss Ratings, A- by S&P Global Ratings, or A3 by Moody's Investors Service, or better, and this reinsurance may be purchased from admitted or nonadmitted companies, provided that the provisions of R.S. 22:651 through 661, and Financial Accounting Standard Number 113 as promulgated and updated by the Financial Accounting Standards Board. The department shall approve all excess insurance policies or reinsurance agreements prior to use by the fund.

(5) File with the department financial statements and financial reports, including financial statements audited by an independent certified public accountant and actuarial reports, as may be required by the department under rules promulgated pursuant to the Administrative Procedure Act.

B. In order for a casualty insurance company to be eligible to write excess coverage for the fund, the company shall have on file with the department its current financial statement showing assets, including any surplus to policyholders, at least equal to the current requirements by the department for admission of a new company to do business in this state. Contracts or policies for excess insurance coverage written by active underwriters of Lloyd's of London are acceptable upon prior approval by the department.

C. Any fund administrator contracted by the fund and whose acts are not covered by the fund's bond, errors and omissions insurance, directors' and officers' liability insurance, or other security approved by the department, and any person, including an individual, partnership, corporation, and other entity contracting, either directly or indirectly, with a fund to provide claims adjusting, underwriting, safety engineering, loss control, marketing, investment advisory, or administrative services to the fund or its membership, other than bookkeeping, or auditing, or claims investigation services to the fund, shall comply with all of the following:

(1) Post a surety bond with the department issued by a corporate surety authorized to do business in this state of not less than fifty thousand dollars or deposit with the department a safekeeping receipt or trust receipt from a bank doing business in this state or from a savings and loan association chartered to do business in this state indicating that the deposit of fifty thousand dollars in money or bonds of the United States, the state of Louisiana, or any political subdivision of the state, having a par value of fifty thousand dollars, to secure the performance of its obligations under the contract and pursuant to this Chapter.

(2) Place all terms, agreements, fee arrangements, and any other conditions in a written agreement, which constitute the entire agreement between the parties, signed by the person and the fund.

D. A fund created pursuant to this Chapter shall not be considered a partnership under the laws of this state.

E. All members of the fund are solidarily liable for liabilities of the fund incurred by the fund after the inception of the fund year in which the operator becomes a member of the fund, to the extent required by this Chapter.

F. The board of trustees may declare, as refundable to fund members, any monies in excess of amounts necessary to fulfill obligations of the fund. The board of trustees may distribute the refund at its discretion, in accordance with the agreement establishing the fund and the following conditions:

(1) The amount of the distribution shall not exceed the members' distributions payable and recorded on the balance sheet as indicated by the most recently completed audited financial statements of the fund.

(2) The fund shall provide written notification to the department at least ten days before the payment of a distribution.

G. Each application for membership in the fund shall contain written notice that the fund is not covered by the Louisiana Guaranty Insurance Association.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-824 — LA Code / Code revised-statutes / Title 12 / Section 1-824
Quorum and voting
Status: in_force

A. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors determined in accordance with R.S. 12:1-803.

B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors determined in accordance with R.S. 12:1-803.

C.(1) If a quorum is present when a vote is taken, the affirmative vote of the required majority of directors is the act of the board of directors. The required majority of directors is a majority of the directors present, or the number of directors whose votes are required by the articles of incorporation or bylaws for the board to take the relevant action, whichever number is greater.

(2) If a quorum is present when a meeting is convened, but the quorum is lost through the withdrawal from the meeting of one or more directors, the affirmative vote of the required majority of directors is the act of the board of directors provided that the number of affirmative votes is not fewer than the number that would have been required had the quorum not been lost.

D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless one of the following occurs:

(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting.

(2) The dissent or abstention from the action taken is entered in the minutes of the meeting.

(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-201 — LA Code / Code revised-statutes / Title 12 / Section 1-201
Incorporators
Status: in_force

One or more persons capable of contracting may act as the incorporator or incorporators of a corporation by delivering to the secretary of state for filing articles of incorporation and the written consent of the registered agent required by R.S. 12:1-202(E).

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:985.1 — LA Code / Code revised-statutes / Title 12 / Section 985.1
Members
Status: in_force

There shall be only one class of limited liability company members with membership interest therein, all of which interest shall be owned by a natural person duly licensed to practice dentistry in this state and who holds his membership in his own right or as a professional dental corporation, who shall be entitled to vote such membership interest and to participate in the limited liability company earnings. Any other membership interest holders shall have no voting rights for any purpose whatsoever, should not participate in the limited liability company's earnings, and shall have no access to any records or communications pertaining to dental services rendered by, or any other affairs of, the limited liability company, except as provided in R.S. 12:993(B).

Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:1-203 — LA Code / Code revised-statutes / Title 12 / Section 1-203
Incorporation
Status: in_force

A. Except as provided in Subsection C of this Section, the corporate existence begins, and the corporation is duly incorporated, when the articles of incorporation become effective under R.S. 12:1-123.

B. The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation and that the corporation is duly incorporated, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

C. When immovable property is acquired by one or more persons acting in any capacity for and in the name of any corporation that is not duly incorporated, and the corporation is subsequently duly incorporated, the corporate existence shall be retroactive to the date of acquisition of an interest in the immovable property, but such retroactive existence shall be without prejudice to rights validly acquired by third persons in the interim between the date of acquisition and the date that the corporation is duly incorporated.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1825 — LA Code / Code revised-statutes / Title 12 / Section 1825
Right of action
Status: in_force

A. The duties of directors and officers under this Chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in accordance with this Section in a benefit enforcement proceeding, and no person shall bring an action or assert a claim against a benefit corporation.

B. A benefit enforcement proceeding shall be commenced or maintained only directly by the benefit corporation or derivatively by one of the following parties:

(1) A shareholder.

(2) A benefit director.

(3) Other persons as specified in the articles or bylaws of the benefit corporation.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1354 — LA Code / Code revised-statutes / Title 12 / Section 1354
Transacting business without authority
Status: in_force

A. No foreign limited liability company transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by and as provided in, this Chapter. The burden of proof shall rest upon the limited liability company to establish that it has been so authorized, and the only legal evidence thereof shall be the certificate of the secretary of state or a duly authenticated copy thereof.

B. The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not cause the members or managers of the foreign limited liability company to become liable for the obligations of the foreign limited liability company, shall not impair the validity of any contract or act of such limited liability company, and shall not prevent such limited liability company from defending any action, suit, or proceeding in any court of this state.

C. A foreign limited liability company that transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes that would have been imposed by law upon such limited liability company had it duly applied for and received a certificate of authority to transact business in this state, as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under this Section.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:304 — LA Code / Code revised-statutes / Title 12 / Section 304
Application for certificate of authority
Status: in_force

A. Application by a foreign corporation to procure a certificate of authority shall be made to the secretary of state and shall set forth:

(1) The name of the corporation, the name of the state or country under the laws of which it is incorporated, and the federal taxpayer identification number of the corporation. The failure to include the federal taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the application.

(2) If the name of the corporation does not conform to the requirements of R.S. 12:303, the name of the corporation with the word, abbreviation or distinguishing term upon the records of the secretary of state which it elects to add for use in this state.

(3) The address of the principal office of the corporation in the state or country under the laws of which it is incorporated, and the address or intended address of its principal business office outside of this state.

(4) The address of its principal business establishment in this state, the address of its registered office in this state, and the name of its registered agent in this state. If the corporation does not have a principal business establishment in this state, the address of its registered agent in this state shall be deemed to be the address of its principal business establishment in this state.

(5) The nature of the business which the corporation proposes to transact in this state, if it does not propose, or is not permitted, to transact in this state business of every nature which it is empowered to transact by its articles or certificate of incorporation. Such limited authorization shall not limit or reduce the corporation's tax liability, and the corporation shall not be entitled to any exemption from taxation granted to banks, homestead associations, insurance companies, nonprofit corporations, or other corporations granted specific exemptions under the laws of this state.

(6) The names and addresses of the directors and officers of the corporation.

(7) Repealed by Acts 1997, No. 299, §2.

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

(9) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to a determination whether the corporation is entitled to a certificate of authority to transact business in this state, and to determine and assess the fees and taxes prescribed in this Chapter.

(10) That the secretary of state be and he is hereby authorized and directed to require each foreign corporation authorized to transact business in Louisiana on or before July 31, 1974, which has not supplied the designations specified in Paragraph (4) of this Subsection, to amend its application to do business in this state by supplying same on or before December 31, 1974. If the designations required by said paragraph have not been otherwise supplied on or before said date, same shall be included in the next annual report required of such foreign corporation, and in such event such designations shall be considered amendments to the corporation's application to do business in this state.

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

(b) This Paragraph does not apply to:

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

(ii) Publicly traded corporations.

B. The application shall be made on a form prescribed and furnished by the secretary of state and shall be executed for the corporation by any officer before a notary public.

C.(1) Two copies, or three copies if the corporation is a banking corporation, of the application for a certificate of authority shall be delivered to the secretary of state together with a certificate of corporate existence or a certificate of good standing, not a certified copy of the corporation's articles or certificate of incorporation, from an authorized official of the jurisdiction of its incorporation bearing an original signature and dated within ninety days of its submission for a certificate of authority.

(2) If the corporation seeking the issuance of a certificate of authority to transact business in this state includes in its name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state prior to issuance of the certificate of authority shall require evidence satisfactory to him that written notice of such application for a certificate of authority has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of authority. If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days' written notice to said board as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

(3) Repealed by Acts 1997, No. 299, §2.

Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 1991, No. 944, §2; Acts 1992, No. 765, §1, eff. Jan. 1, 1993; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 299, §§1, 2; Acts 1999, No. 342, §5; Acts 2003, No. 279, §2; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-102 — LA Code / Code revised-statutes / Title 12 / Section 1-102
Reservation of power to amend or repeal
Status: in_force

The legislature has power to amend or repeal all or part of this Chapter at any time and all domestic and foreign corporations subject to this Chapter are governed by the amendment or repeal.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:411 — LA Code / Code revised-statutes / Title 12 / Section 411
Officers
Status: in_force

The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. No person shall continue to hold any of the above offices after he has ceased to be a director. The offices of secretary and of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the by-laws.

Renumbered from R.S.1950, §12:311 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:218 — LA Code / Code revised-statutes / Title 12 / Section 218
Membership dues; assessments
Status: in_force

A. Corporations may levy dues or assessments, or both, upon their members, but only in accordance with authority conferred either by the articles or the by-laws.

B. Dues or assessments, or both, may be levied upon shares and non-shareholding members of all classes and series alike, or in different amounts or proportions, or upon a different basis, upon shares or non-shareholding members of different classes or series, but shall be uniform as to all shares or all non-shareholding members of the same class or series. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner and to the extent provided either in the articles or by-laws. The amount of the levy and the method of collection of dues or assessments, or both, may be fixed in the articles or by-laws, or the articles or by-laws may authorize the board of directors to fix the amount thereof from time to time, and make them payable at the time and by the method of collection which the directors prescribe.

C. The articles or by-laws may include provisions for the cancellation of membership, and for the forfeiture of shares, upon reasonable notice, for nonpayment of dues or assessments, and for the reinstatement of membership or shareholder status.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1430 — LA Code / Code revised-statutes / Title 12 / Section 1-1430
Grounds for judicial dissolution
Status: in_force

A. A district court may dissolve a corporation in any of the following:

(1) A proceeding by the attorney general if either of the following is established:

(a) The corporation obtained its articles of incorporation through fraud.

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law.

(2) A proceeding by a shareholder if any of the following is established:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock.

(b) [Reserved.]

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired.

(d) [Reserved.]

(3) A proceeding by a creditor if either of the following is established:

(a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.

(b) The corporation is insolvent and has admitted in writing that the creditor's claim is due and owing.

(4) A proceeding by the corporation, or by shareholders of shares with at least twenty-five percent of the voting power in the corporation, to have its voluntary dissolution continued under court supervision.

(5) A proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

B. Paragraph (2) of Subsection A of this Section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are covered securities under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.

C. In Subsection A of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:24 — LA Code / Code revised-statutes / Title 12 / Section 24
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1970, No. 50, §1, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 261, §1, eff. July 3, 1987; Acts 1990, No. 745, §2; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1341 — LA Code / Code revised-statutes / Title 12 / Section 1341
Liability of members of dissolved limited liability companies
Status: in_force

A. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company in an amount in excess of such member's pro rata share of the claim or the amount so distributed to him, whichever is less.

B. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company on which an action, suit, or proceeding has not begun prior to the expiration of the periods described in R.S. 12:1338(C) and (D).

C. The aggregate liability of any member of a dissolved limited liability company for claims against the dissolved limited liability company shall not exceed the amount distributed to him in dissolution.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1-1324 — LA Code / Code revised-statutes / Title 12 / Section 1-1324
Payment
Status: in_force

A. Except as provided in R.S. 12:1-1325, within thirty days after the form required by R.S. 12:1-1322(B)(2)(b) is due, the corporation shall pay in cash to those shareholders who complied with R.S. 12:1-1323(A) the amount the corporation estimates to be the fair value of their shares, plus interest.

B. Except as provided in Subsection C of this Section, the payment to each shareholder pursuant to Subsection A of this Section must be accompanied by all of the following:

(1)(a) The annual financial statements specified in R.S. 12:1-1620(B) of the corporation that issued the shares to be appraised, which shall be of a date ending not more than sixteen months before the date of payment and shall comply with R.S. 12:1-1620(B); provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information.

(b) The latest available quarterly financial statements of such corporation, if any.

(2) A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to R.S. 12:1-1322(B)(2)(c).

(3) A statement that shareholders described in Subsection A of this Section have the right to demand further payment under R.S. 12:1-1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this Part.

C. The financial information described in Paragraph (B)(1) of this Section need not accompany the corporation's payment under Subsection A of this Section if the corporation has earlier delivered to the shareholder financial information that meets the requirements of Paragraph (B)(1) of this Section as of the time of the payment.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:93 — LA Code / Code revised-statutes / Title 12 / Section 93
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. § 12:1156 — LA Code / Code revised-statutes / Title 12 / Section 1156
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 veterinary medicine 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 veterinary medicine services by, the corporation or to have access to any records or communications pertaining to medical 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. 12:1159.

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. 12:22, 1 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 1982, No. 218, §1.

1 In subsec. C, "R.S. 12:22" is as it appears in the original bill and the enrolled act.
La. Rev. Stat. § 12:249 — LA Code / Code revised-statutes / Title 12 / Section 249
Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
Status: in_force

A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court.

B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution.

C. A proceeding for dissolution takes effect:

(1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or

(2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court.

D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1198 — LA Code / Code revised-statutes / Title 12 / Section 1198
Shareholders' agreements
Status: in_force

Any lawful provision regulating the affairs of a professional occupational therapy 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.

Acts 1991, No. 857, §1.
La. Rev. Stat. § 12:142 — LA Code / Code revised-statutes / Title 12 / Section 142
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1979, No. 773, §1, eff. July 20, 1979; Acts 1984, No. 487, §1; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:134 — LA Code / Code revised-statutes / Title 12 / Section 134
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1308.1 — LA Code / Code revised-statutes / Title 12 / Section 1308.1
Annual report
Status: in_force

A. On or before the anniversary date of organization of each limited liability company, a manager of the company, if its management is vested in one or more managers, or a member of the company, if its management is reserved to the members, shall file an annual report each year with the secretary of state, signed in the name of the limited liability company by the manager, member, or agent stating the following:

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

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

(3) The name and municipal address, which shall not be a post office box only, of each manager, if management of the limited liability company is vested in one or more managers, or each member, if management of the limited liability company is reserved to the members.

B. The secretary of state may prescribe and furnish forms to file the annual report.

C. The provisions of this Section shall apply to any domestic limited liability company organized on or after July 7, 1992.

Acts 2001, No. 1186, §2; Acts 2003, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1406 — LA Code / Code revised-statutes / Title 12 / Section 1406
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

A. A subscriber to, or holder of, shares of a professional social work 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 1997, No. 1169, §1.
La. Rev. Stat. § 12:1-1427 — LA Code / Code revised-statutes / Title 12 / Section 1-1427
:1-1427 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1159 — LA Code / Code revised-statutes / Title 12 / Section 1159
Shareholders' agreements
Status: in_force

Any lawful provision regulating the affairs of a professional veterinary medicine 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.

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1318 — LA Code / Code revised-statutes / Title 12 / Section 1318
Voting rights of members
Status: in_force

A. Unless otherwise provided in the articles of organization or a written operating agreement, each member of a limited liability company shall be entitled to cast a single vote on all matters properly brought before the members, and all decisions of the members shall be made by majority vote of the members.

B. Unless otherwise provided in the articles of organization or a written operating agreement, a majority vote of the members shall be required to approve the following matters, whether or not management is vested in one or more managers pursuant to R.S. 12:1312:

(1) The dissolution and winding up of the limited liability company.

(2) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company.

(3) The merger or consolidation of the limited liability company.

(4) The incurrence of indebtedness by the limited liability company other than in the ordinary course of its business.

(5) The alienation, lease, or encumbrance of any immovables of the limited liability company.

(6) An amendment to the articles of organization or an operating agreement.

C. No contract or transaction between a limited liability company and one or more of its members, if management is reserved to the members, or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, or a person in which such a member or manager has a financial interest, shall be void or voidable solely for this reason, solely because the interested member or manager was present at or participated in the meeting which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if the material facts as to his interest and to the contract or transaction was disclosed or known to the members and the contract or transaction was approved by a majority vote of the members without counting the vote of the interested member, or if the contract or transaction was fair to the limited liability company as of the time it was authorized, approved, or ratified by the members. Interested members may be counted in determining the presence of a quorum at a meeting which authorized the contract or transaction.

D. The articles of organization or a written operating agreement may provide for any other voting rights of members not inconsistent with Subsection C of this Section.

E.(1) A member shall have the right to cast his vote either in person or, subject to the following provisions, by proxy duly authorized in writing, signed by the member and filed in the registered office of the limited liability company at or before the meeting.

(2) The authority of the holder of a proxy to act shall not be revoked by the death of the member who executed the proxy unless, before the authority is exercised, written notice of such death is received by the registered office of the limited liability company.

(3)(a) A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy. The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity is expressly provided. In no case shall an outstanding proxy be valid for longer than three years.

(b) The revocation of a proxy, if revocable, shall not be effective until written notice has been given to the office of the limited liability company, or unless a proxy of later date is filed with the office at or before the meeting.

(4) A proxy regular on its face and signed in the name of a member entitled to vote at the meeting shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.

(5) When shares are registered in the names of two or more persons, other than trustees, a proxy signed by any one or more of them shall be deemed valid unless the limited liability company receives written notice to the contrary from a nonsigning member before the proxy is voted.

(6) Except as otherwise provided in the articles or bylaws, without limiting the manner in which a member may authorize another person or persons to act for him as proxy, pursuant to this Subsection, the following shall constitute a valid means by which a member may grant such authority:

(a) A member may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the member or his authorized officer, director, employee, or agent signing such writing or causing his signature to be affixed to such writing by any reasonable means, including but not limited to facsimile signature.

(b)(i) A member may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy, or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission.

(ii) Any such telegram, cablegram, or other means of electronic transmission shall be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or other such persons making that determination shall specify the information upon which they relied.

(c) Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission, created pursuant to this Subsection may be substituted or used in lieu of the original writing or transmission for all purposes for which the original writing or transmission could be used. Such copy, facsimile telecommunication, or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2014, No. 261, §1.
La. Rev. Stat. § 12:1-126 — LA Code / Code revised-statutes / Title 12 / Section 1-126
Appeal from secretary of state's refusal to file document
Status: in_force

[Reserved.]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:204.2 — LA Code / Code revised-statutes / Title 12 / Section 204.2
Naming of certain nonprofit corporations
Status: in_force

Notwithstanding R.S. 12:204 or any other law to the contrary, a nonprofit corporation, incorporated under the laws of the state of Louisiana, may include the word "parish" in its name if the corporation meets all of the following criteria:

(1) The nonprofit corporation was created before 1925 to improve parish government.

(2) Membership in the nonprofit corporation is held by each police juror and all secretaries, treasurers, clerks and parish engineers employed by any parish in Louisiana.

(3) The full-time staff of the nonprofit corporation is charged with the responsibility of keeping state and national public officials informed of the activities and needs of the parish governing authorities.

(4) The provisions of this Section shall become null and void and have no effect on and after July 1, 2006.

Acts 2005, No. 275, §1, eff. July 1, 2005.
La. Rev. Stat. § 12:1088 — LA Code / Code revised-statutes / Title 12 / Section 1088
Corporate name
Status: in_force

The corporate name may consist of the full or last name or names of one or more shareholders duly licensed to practice architecture in this state, may include "Limited" or "Ltd."; or it may consist of any other name approved by the secretary of state. However, in either case the name shall end with one of the phrases: "A Professional Architectural Corporation", "A Professional Corporation", or "An Architectural Corporation", which phrase may be in parentheses. The name need not contain "Incorporated" or "Inc." but such use shall not be prohibited.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:237 — LA Code / Code revised-statutes / Title 12 / Section 237
Amendment of articles generally
Status: in_force

A. A corporation may amend its articles in compliance with any method stipulated in its articles.

B. If the articles do not stipulate a method of amendment, or do not stipulate in detail the procedure for amendment thereof, an amendment altering the articles may be adopted by two-thirds in interest of the voting members present, at any annual or special meeting of members the notice of which set forth the proposed amendment or a summary of the changes to be made thereby. For purposes of this Subsection, a majority of the members shall constitute a quorum and a quorum must be present at the meeting at which the amendment to the articles is to be considered. The notice of such meeting must be transmitted to the members not less than thirty days prior to the meeting.

C. If an amendment would adversely affect the rights of the members of any class or series, then in addition to the vote required by Subsection B of this Section, the members of each class or series so affected by the amendment shall be entitled to vote as a class upon such amendment, whether or not by the terms of the articles members of such class or series are entitled to vote; and the vote of two-thirds in interest (or such larger or smaller proportion, not less than a majority in interest, as the articles may require) of the members of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary to the adoption thereof. Except as otherwise provided in the articles, the rights of a member shall not be considered adversely affected unless the amendment (otherwise than as permitted by the articles) (a) alters or abolishes any of his preferential rights, (b) creates, alters, or abolishes any right in respect of redemption of his shares, (c) alters or abolishes any preemptive right in respect of his shares, (d) creates or alters (other than to abolish) any restriction on transfer applicable to his shares or membership, or (e) excludes or limits his right as a member to vote on a matter, except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class, or to members of a new class.

D. In the event that the duration of a corporation as fixed in the articles may heretofore have expired, or may hereafter expire, without any action having been taken with reference thereto, and without proceedings having been undertaken or instituted to dissolve and wind up the corporation, the articles may be so amended as to extend the duration of the corporation as specified in the articles, in the same manner and with the same force and effect as if the articles had been amended prior to the expiration of the duration of the corporation as set forth in the articles, except that if the corporation's name is no longer available for use by it, its name shall be changed appropriately. The declaration in the minutes of the meeting of the members at which the articles are amended by extending the duration of the corporation, that prior to the expiration of the duration of the corporation no action had been taken with reference thereto, and that no proceedings had been undertaken or instituted to dissolve and wind up the corporation, shall constitute prima facie evidence of those facts.

E. A corporation, whether or not the articles stipulate a method of amendment, may utilize the procedure established in this subsection if it has been unable to amend its articles either because sufficient voting members are not available to comply with the method of amendment stipulated in its articles, or because two-thirds of the voting members, as required by Subsection B of this Section, are not available for a meeting for this purpose. The amendment may include ratification of amendments previously attempted, and ratification of acts done pursuant thereto, but no amendment adopted pursuant to this Subsection may impair rights, privileges, or tenure of corporate existence.

(1) The board of directors or the de facto governing board may call a special meeting of the members to amend the articles. If twenty percent in interest of the voting members petition for a meeting to amend the articles, the board of directors or de facto governing body shall call a meeting for this purpose.

(2) When a meeting to amend the articles is called, the members shall be given thirty days' written notice thereof. This notice shall describe the amendments proposed and may be mailed to the members at their last addresses on the records of the corporation. Notice of the meeting shall be given also by advertisement, within thirty days before the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there is such a paper. If no daily paper is published in the parish, notice shall be given by posting the same for thirty days in the principal meeting place of the corporation, if it has such a meeting place, or at the parish courthouse door otherwise.

(3) At the meeting, the articles may be amended by vote of two-thirds in interest of the voting members present.

F. In lieu of the procedures for amendment of articles of incorporation hereinabove provided in this Section, corporations organized or operating under this Chapter for religious purposes only may amend their articles at a meeting of members of which thirty days' written notice has been given to all of the members at their last addresses on the records of the corporation. This notice shall contain a fair summary of the proposed amendment and shall designate the place and time of the meeting. At the meeting, the articles may be amended by vote of two-thirds of the voting members present.

G. No amendment shall be made by any method which changes the corporation from one which is not permitted to distribute its net assets to its members on dissolution to one which is permitted to distribute its net assets to its members on dissolution.

H. Notwithstanding any other provision of this Section or Chapter to the contrary, the members of a corporation present at any meeting for which notice is given pursuant to R.S. 12:230(C) and at which a quorum is established pursuant to R.S. 12:231(3) shall have full authority to amend the articles of the corporation and transact any business of the corporation, including authorizing and initiating a dissolution of the corporation pursuant to R.S. 12:249 through 250.1.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §17, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1989, No. 163, §1; Acts 1995, No. 465, §1.
La. Rev. Stat. § 12:1097 — LA Code / Code revised-statutes / Title 12 / Section 1097
Contracts
Status: in_force

A. A professional architectural corporation shall be entitled to enter into contracts to provide architectural services and such other contracts as may be consistent with the practice of architecture.

B. Architectural services rendered on behalf of a professional architectural corporation must be performed by or under the direct supervision of a natural person duly licensed to practice architecture in this state.

C. A contract to provide architectural services by a professional architectural corporation which at any time during the existence of the contract fails to comply with the requisites of La.R.S. 12:1090(B) shall be voidable by any other party thereto.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1-952 — LA Code / Code revised-statutes / Title 12 / Section 1-952
Action on a plan of entity conversion
Status: in_force

In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity, all of the following shall apply:

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

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

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

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

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

(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted, or entered into before January 1, 2015, applies to a merger of the corporation, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended.

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:986 — LA Code / Code revised-statutes / Title 12 / Section 986
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 dentistry in the state of Louisiana or when held by another professional dental corporation, 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 dental services by, the corporation, or to have access to any records or communications pertaining to dental 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. 12:989.

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 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1.