La. Rev. Stat. § 12:1353 — LA Code / Code revised-statutes / Title 12 / Section 1353
Revocation or suspension of certificate of authority; limitation on authority to do business with the state
Status: in_force

A. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state when any of the following occur:

(1) The limited liability company has failed to pay any fees, taxes, or penalties prescribed by law when they have become due and payable.

(2) The limited liability company has failed to maintain a registered agent or a registered office in this state or to maintain records as required by this Chapter.

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

(4) The limited liability company has failed to file in the office of the secretary of state any certificate of name change or any amendment of its certificate of authority under R.S. 12:1348.

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

(6) The limited liability company has exercised in this state authority not conferred upon it by the laws of this state or has abused authority conferred upon it.

(7) The limited liability company has done or omitted any act that amounts to a surrender of its right to do business.

(8) The limited liability company has been dissolved.

(9) The limited liability company is delinquent in filing the annual report required by R.S. 12:1350.1.

B. No certificate of authority of a foreign limited liability company shall be revoked by the secretary of state unless both of the following have occurred:

(1) The secretary of state shall have given the limited liability company not less than sixty days' notice in writing of the grounds on which such proposed revocation is based.

(2) The limited liability company has failed, neglected, or refused to correct the same within such sixty-day period.

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

D.(1) The certificate of authority of a foreign limited liability company to transact business in this state may be suspended by the secretary of state when, according to the records of his office, such foreign limited liability company is not in compliance with a requirement of this Chapter or other relevant law as stated in Paragraphs (A)(1) through (4) of this Section. The secretary of state is authorized to revoke the suspension when any such failure to comply has been remedied by compliance.

(2) The secretary of state shall give the limited liability company at least sixty days written notice of the secretary's intention to suspend the limited liability company's certificate of authority. The notice shall be mailed to the limited liability company's last known address by United States Postal Service mail. In the event any such limited liability company thereafter complies with any such requirement, 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 such limited liability company, to restore same to good standing, and to record same in the archives of his office. If a limited liability company's certificate of authority is suspended for failure to file its annual report within the time required by this Chapter as referenced in Paragraph (A)(9) of this Section, and has been suspended for six months or more, the secretary of state shall revoke the suspension only if the required annual report is accompanied by a certificate of existence or a certificate of good standing, not a certified copy of the limited liability company's articles or certificate of organization, from an authorized official of the jurisdiction of its organization bearing an original signature and dated within ninety days of its submission.

E.(1) As used in this Subsection, the term "not in good standing" means that a foreign limited liability company is delinquent in filing its annual report.

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

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:412 — LA Code / Code revised-statutes / Title 12 / Section 412
Amendment of articles of incorporation
Status: in_force

A. A cooperative may amend its articles of incorporation by complying with the following requirements:

(1) The proposed amendment shall be approved first by the board of directors and shall be submitted then to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such meeting; and

(2) Upon such approval by the members, articles of amendment shall be executed by authentic act on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this Part and shall state:

(a) The name of the cooperative;

(b) The address of its principal office;

(c) The date of the filing of its articles of incorporation in the office of the Secretary of State, and

(d) The amendment to its articles of incorporation.

(3) The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this Section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as approved in this Part.

B. A cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of the Secretary of State, and also in the office of the recorder of mortgages or the clerk of court in each parish in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty (30) days after the filing of such certificate of change of principal office in the office of recorder of mortgages or clerk of court of any parish, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.

Renumbered from R.S.1950, §12:312 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:408 — LA Code / Code revised-statutes / Title 12 / Section 408
Members
Status: in_force

A. No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy is available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if he fails or refuses to use electric energy made available by the cooperative or if electric energy has not been made available to such person by the cooperative within a specified time after such person has become a member thereof. Membership in the cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.

B. An annual meeting of the members shall be held at such time as provided in the bylaws.

C. Special meetings of the members shall be called by the board of directors, by any three directors, by not less than ten per centum of the members, or by the president.

D. Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located.

E. Except as hereinafter otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten nor more than twenty-five days before the date of the meeting.

F. Unless otherwise required in the articles of incorporation or in the bylaws, five percent of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members. For purposes of this Section, if voting by mail is authorized in the bylaws, members voting by mail shall be considered present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

G. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. In any event, only members may act as proxies and no member may act as proxy for more than three members at any meeting of the members.

Renumbered from R.S.1950, §12:308 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 110, §1, eff. June 22, 1978.
La. Rev. Stat. § 12:520 — LA Code / Code revised-statutes / Title 12 / Section 520
Savings clause
Status: in_force

This Chapter shall not affect an action or proceeding commenced or right accrued before this Chapter takes effect.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1051 — LA Code / Code revised-statutes / Title 12 / Section 1051
Terms defined
Status: in_force

As used in this Chapter:

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

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 1976, No. 686, §1.
La. Rev. Stat. § 12:1-1422 — LA Code / Code revised-statutes / Title 12 / Section 1-1422
:1-1422 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:114 — LA Code / Code revised-statutes / Title 12 / Section 114
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:2 — LA Code / Code revised-statutes / Title 12 / Section 2
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1999, No. 342, §5; Acts 2001, No. 1032, §4; Acts 2006, No. 256, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:958 — LA Code / Code revised-statutes / Title 12 / Section 958
Amendment of articles; certification of amendment
Status: in_force

The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by 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; provided that no amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued, or which eliminates or curtails the right of the state comptroller to examine the corporation or the obligation of the corporation to make reports as provided in R.S. 12:962, shall be made; and provided further that no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided herein, or affects a member's voting rights as provided herein, shall be made without the consent of each member affected by such amendment.

Within thirty days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the secretary of state who shall examine them, and if he finds that they conform to the requirements of this Chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the secretary of state, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.

Acts 1969, No. 49, §8.
La. Rev. Stat. § 12:1057 — LA Code / Code revised-statutes / Title 12 / Section 1057
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

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

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

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:994 — LA Code / Code revised-statutes / Title 12 / Section 994
Regulation by Louisiana State Board of Dentistry
Status: in_force

Professional dental corporations and dental limited liability companies shall be subject to the discipline of the Louisiana State Board of Dentistry and to its authority to adopt rules and regulations governing the practice of dentistry.

Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:146 — LA Code / Code revised-statutes / Title 12 / Section 146
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. § 12:268 — LA Code / Code revised-statutes / Title 12 / Section 268
Reservation of power
Status: in_force

The Legislature of Louisiana shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this Chapter, and the Legislature of Louisiana shall have power to amend, repeal or modify this Chapter at pleasure.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1437 — LA Code / Code revised-statutes / Title 12 / Section 1-1437
Stay of duplicative proceedings
Status: in_force

A. On motion by the corporation, a court shall stay a duplicative proceeding by a shareholder who has given a notice of withdrawal to the corporation as provided in R.S. 12:1-1435(D). The court shall lift the stay on motion by the shareholder when a judgment denying the shareholder's right to withdraw becomes final and definitive.

B. For purposes of this Section, a "duplicative proceeding" is any proceeding in which a shareholder, on his own behalf or as a representative of the corporation, alleges a cause of action against the corporation, or against a director, officer, agent, employee, or controlling person of the corporation, on grounds of a breach of duty owed by that person to the corporation or to the shareholder in the shareholder's capacity as shareholder.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1306 — LA Code / Code revised-statutes / Title 12 / Section 1306
Name
Status: in_force

A. The name of each limited liability company as set forth in its articles of organization:

(1)(a) Except for low-profit limited liability companies, shall contain the words "limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C.".

(b) For low-profit limited liability companies, shall contain the words "low-profit limited liability company", the abbreviation "L3C", or the abbreviation "l3c".

(2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose not lawful for a limited liability company or contrary to its articles of organization and shall not contain the phrase "doing business as" or the abbreviation "d/b/a".

(3) Shall be distinguishable upon the records of the secretary of state from the name of any corporation, partnership, or other limited liability company organized under the laws of this state, any foreign corporation, partnership, or limited liability company registered or qualified to do business in this state, any name which is reserved under R.S. 12:1307 or R.S. 12:1-402(A), or any trade name registered with the secretary of state, unless any of the following Subparagraphs apply:

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

(b) The corporation or other limited liability company has theretofore been authorized to do business in this state for more than two years and has never actively engaged in business in this state. The failure of a domestic or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state during such period.

(c) The corporation or other limited liability company has failed to pay the taxes due by it to the state for the preceding five consecutive years.

(d) The corporation, if it is a foreign corporation, has not been authorized to do business in the state and has not filed a Louisiana corporate franchise tax return for two consecutive years.

(e) The charter of the corporation has been revoked by the secretary of state and that corporation has not filed a Louisiana corporate franchise tax return for two consecutive years.

(f) The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

(4) Shall not imply that the company is an administrative agency of this state, or any of its political subdivisions, or of the United States.

(5) Shall not contain words or phrases that consist of or comprise immoral, deceptive, or scandalous matter.

B. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from principles of law or the statutes of this state, or of the United States, with respect to the right to acquire and protect trade names.

C. The assumption of a name in violation of this Section shall not affect or vitiate the existence of the limited liability company, but any court having jurisdiction may, upon application of the state or of any person interested or affected, enjoin a limited liability company from doing business under a name assumed in violation of this Section, although its articles of organization may have been filed and recorded and a certificate of organization issued.

D. No limited liability company shall include in its name any words which deceptively or falsely suggest a charitable or nonprofit nature.

E. If the limited liability company seeking the issuance of a certificate of organization in this state includes in its name the word "engineer", "engineering", "surveyor", "surveying", or any derivative thereof, the secretary of state shall require, prior to the issuance of the certificate of organization, evidence satisfactory to him that written notice of such application for a certificate of organization 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 organization. If the applicant limited liability company 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.

F.(1) A limited liability company name shall not contain the word "insurance" unless the limited liability company is an independent insurance agency or brokerage firm.

(2) If a limited liability company seeking issuance of a certificate of organization in Louisiana includes in its name the words "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", or "credit union", the secretary of state shall require written approval from the commissioner of the office of financial institutions dated not less than fourteen days prior to the issuance of the certificate of organization.

G. If a limited liability company seeking issuance of a certificate of organization in this state includes in its name the words "architect", "architectural", or "architecture", the secretary of state shall not file the articles of organization until the secretary of state receives either of the following:

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

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

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2003, No. 361, §2; Acts 2010, No. 417, §1; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:1338 — LA Code / Code revised-statutes / Title 12 / Section 1338
Claims against limited liability company in liquidation; peremption
Status: in_force

A. A limited liability company may have the benefit of Subsections C, D, and E of this Section by following the procedure set forth in Subsection B of this Section.

B.(1) After the proceeding for dissolution has taken effect, notice thereof shall be:

(a) Given by registered or certified mail to all known creditors of, to all persons believed to have valid and subsisting claims, excluding prescribed and time-barred claims, against, and to all persons having unfulfilled contracts with, the limited liability company.

(b) Published once a week for two successive weeks in a newspaper of general circulation in the parish in which the limited liability company's registered office is located.

(2) Such notice shall call on the addressees to present their claims in writing and in detail, at a specified place and by a specified date not less than six months after the notice was mailed. The giving and publication of such notice shall not be deemed an acknowledgment of the validity of any claim against the limited liability company, waiver of any defense or setoff to any such claim, interruption of prescription on or tolling of any statute of limitation applicable to any such claim, or revival of any claim which has been barred by any prescription, peremption, or statute of limitations.

C. If any addressee of such notice shall not present his claim or claims as prescribed in the notice, such of his claims as would be enforceable against the limited liability company except for the provisions of this Subsection shall, unless suit has been entered thereon in a court of competent jurisdiction before the final date prescribed in the notice for presentation thereof, be perpetually and peremptorily barred, except to the extent, if any, that the court may allow them against any remaining undistributed assets of the limited liability company on a finding that the claimant had some valid excuse for his failure so to present his claim.

D. All claims which would be enforceable by suit against the limited liability company except for the provisions of this Subsection, on which suit has not been filed in a court of competent jurisdiction before the expiration of three years after the proceeding for dissolution takes effect, or, if the notice prescribed in Subsection B of this Section was not given and publication thereof commenced within one month after the proceeding takes effect, before the expiration of three years after the giving or completion of publication of the notice, whichever is later, shall be barred perpetually and peremptorily.

E. The time limits provided in Subsections C and D of this Section shall not be subject to suspension on any ground or to interruption except by timely presentation of the claim as to Subsection C or timely suit as to Subsection D.

F. The provisions of Subsections C and D of this Section shall not preclude the enforcement at any time, without regard to whether a claim has been presented or a suit filed timely as prescribed in said Subsections, of any valid and subsisting lien securing any claim against, or indebtedness of, the limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1138 — LA Code / Code revised-statutes / Title 12 / Section 1138
Shareholders' agreements
Status: in_force

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

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

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:84 — LA Code / Code revised-statutes / Title 12 / Section 84
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.10 — LA Code / Code revised-statutes / Title 12 / Section 499.10
Termination of proprietary leases
Status: in_force

A cooperative housing corporation shall terminate all of its proprietary leases, only by agreement of proprietary lessees holding at least eighty percent of its stock or any larger percentage specified in the articles or by-laws.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:960 — LA Code / Code revised-statutes / Title 12 / Section 960
Retention of earned surplus
Status: in_force

Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

Acts 1969, No. 49, §10.
La. Rev. Stat. § 12:1-707 — LA Code / Code revised-statutes / Title 12 / Section 1-707
Record date
Status: in_force

A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

B. A record date fixed under this Section may not be more than seventy days before the meeting or action requiring a determination of shareholders.

C. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred and twenty days after the date fixed for the original meeting.

D. If a court orders a meeting adjourned to a date more than one hundred and twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:467 — LA Code / Code revised-statutes / Title 12 / Section 467
Not in restraint of trade
Status: in_force

No association shall be deemed to be in violation of the anti-trust statutes of this state or a combination in restraint of trade or an illegal monopoly. No association shall be deemed attempting to lessen competition or to fix prices arbitrarily. Marketing contracts or agreements between the association and its members, or any agreement authorized by this Part, shall be considered legal and not in restraint of trade or in violation of the anti-trust statutes of this state.

Renumbered from R.S.1950, §12:377 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-728 — LA Code / Code revised-statutes / Title 12 / Section 1-728
Quorum and voting for directors; cumulative voting
Status: in_force

A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum is not present at an annual meeting or at a special meeting called for the election of directors, the shareholders present at the meeting in person or by proxy may, by a majority of the votes cast on the matter, adjourn the meeting to the next day, at the place and time specified in the approved motion to adjourn. The shareholders present in person or by proxy at the meeting to which the earlier meeting is adjourned shall constitute a quorum for the purpose of electing directors, even if a quorum would not otherwise be present.

B. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

C. A statement included in the articles of incorporation that shareholders, or a designated group of shareholders, "are entitled to cumulate their votes for directors", or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1-725 — LA Code / Code revised-statutes / Title 12 / Section 1-725
Quorum and voting requirements for voting groups
Status: in_force

A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless a provision in the articles of incorporation authorized by R.S. 12:1-727 provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

B. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

C. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless this Chapter or the articles of incorporation require a greater number of affirmative votes.

D. [Reserved.]

E. The election of directors is governed by R.S. 12:1-728.

F. Whenever a provision of this Chapter provides for voting of classes or series as separate voting groups, the rules provided in R.S. 12:1-1004(C) for amendments of articles of incorporation apply to that provision.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1369 — LA Code / Code revised-statutes / Title 12 / Section 1369
Short title
Status: in_force

This Chapter shall be known and may be cited as the "Limited Liability Company Law".

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1123 — LA Code / Code revised-statutes / Title 12 / Section 1123
Regulation by Louisiana State Board of Optometry
Status: in_force

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:906 — LA Code / Code revised-statutes / Title 12 / Section 906
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 medicine in the state of Louisiana or by another professional medical 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 medical 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. 12:909.

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 1968, No. 27, §1. Amended by Acts 1982, No. 870, §1.

1 As it appears in Act 27 of 1968.
La. Rev. Stat. § 12:1-1403 — LA Code / Code revised-statutes / Title 12 / Section 1-1403
Articles of dissolution
Status: in_force

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following:

(1) The name of the corporation.

(2) The date dissolution was authorized.

(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation.

B. A corporation is dissolved upon the effective date of its articles of dissolution.

C. For purposes of this Subpart, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.

D. The secretary of state shall deliver a notice of the filing of the articles of dissolution to all of the following:

(1) The secretary of the Department of Revenue.

(2) The secretary of the Department of Environmental Quality.

(3) The administrator of the Louisiana Employment Security Law.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:73 — LA Code / Code revised-statutes / Title 12 / Section 73
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. § 12:1071 — LA Code / Code revised-statutes / Title 12 / Section 1071
Terms defined
Status: in_force

As used in this Chapter:

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

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 1977, No. 730, §1.
La. Rev. Stat. § 12:913 — LA Code / Code revised-statutes / Title 12 / Section 913
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional medical 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 1968, No. 27, §1. Amended by Acts 1972, No. 134, §1.
La. Rev. Stat. § 12:1-125 — LA Code / Code revised-statutes / Title 12 / Section 1-125
Filing duty of secretary of state
Status: in_force

A. If a document delivered to the office of the secretary of state for filing satisfies the requirements of R.S. 12:1-120, the secretary of state shall file it.

B. The secretary of state files a document by recording it as filed on the date and time of receipt. After filing a document, except as provided in R.S. 12:1-503, the secretary of state shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgment of the date of filing.

C. If the secretary of state refuses to file a document, it shall be returned to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

D. The secretary of state's duty to file documents under this Section is ministerial. The secretary's filing or refusing to file a document does not do any of the following:

(1) Affect the validity or invalidity of the document in whole or part.

(2) Relate to the correctness or incorrectness of information contained in the document.

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1332 — LA Code / Code revised-statutes / Title 12 / Section 1332
Right of assignee to become a member
Status: in_force

A. Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited liability company unless the other members unanimously consent in writing.

(2) Until the assignee of an interest in a limited liability company becomes a member, the assignor shall continue to be a member.

B. An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this Chapter. Except as otherwise provided in the articles of organization or a written operating agreement, an assignee who becomes a member also shall be liable for any obligations of his assignor to make contributions under R.S. 12:1322 and to return under R.S. 12:1328(A) distributions received in violation of R.S. 12:1327. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time that he became a member.

C. Whether or not an assignee of a membership interest becomes a member, the assignor shall not be released from his liability to the limited liability company under R.S. 12:1322 and 1328.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:903 — LA Code / Code revised-statutes / Title 12 / Section 903
The corporate name
Status: in_force

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

Added by Acts 1968, No. 27, §1. Amended by Acts 1977, No. 450, §1.
La. Rev. Stat. § 12:225 — LA Code / Code revised-statutes / Title 12 / Section 225
Officers and agents
Status: in_force

A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents. Unless otherwise provided in the articles, none of said officers need be a director, and any two of these offices may be combined in one person; provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The treasurer may be a corporation.

(2) If the officers are listed in the articles or in an amendment thereto, a municipal address, which shall not be a post office box only, shall be indicated for each such officer.

B. Such other officers and agents as may be necessary for the business of the corporation may be appointed by the board of directors or in the manner provided in the by-laws.

C. Election or appointment of an officer shall not of itself create contract rights.

D. Officers and agents shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be prescribed in the by-laws or by the board.

E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed.

F. The articles may provide that only the members, or only a particular class or classes of directors, or only directors elected by the vote of a particular class or series of members, may elect certain or all of the officers, in which event officers so elected may be removed without cause only by the members or directors empowered to elect their successors.

G. Except as otherwise provided in the articles or by-laws, or by resolution of the board of directors, the president or vice-president of any corporation shall have power in the name and behalf of the corporation to authorize the institution, prosecution or defense of any suit and other legal proceedings, and no exception of want of authority shall lie on the part of any other party. Such persons shall have authority in the corporation's name and behalf to direct the issuance of conservatory writs and to bond property in custodia legis, to execute bonds in connection with any legal proceedings, and to make any affidavit required by law or the rules of the court. Such acts shall have the same force and effect as the act of the corporation itself, and be binding upon it.

Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.
La. Rev. Stat. § 12:1-625 — LA Code / Code revised-statutes / Title 12 / Section 1-625
Form and content of certificates
Status: in_force

A. Shares shall be represented by share certificates unless the issuing corporation is a participant in the Direct Registration System of the Depository Trust & Clearing Corporation or of a similar book-entry system used in the trading of shares of public corporations. If the issuing corporation is a participant in the Direct Registration System or a similar book-entry system, shares may but need not be represented by certificates. Unless this Chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

B. At a minimum each share certificate must state on its face all of the following:

(1) The name of the issuing corporation and that it is organized under the law of this state.

(2) The name of the person to whom issued.

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

D. Each share certificate must be signed, either manually or in facsimile, by the president and secretary or by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile.

E. If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:140.16 — LA Code / Code revised-statutes / Title 12 / Section 140.16
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. § 12:1-206 — LA Code / Code revised-statutes / Title 12 / Section 1-206
Bylaws
Status: in_force

A. The board of directors of a corporation may adopt bylaws for the corporation.

B. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

C. The bylaws may contain one or both of the following provisions:

(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors.

(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.

D. Notwithstanding R.S. 12:1-1020(B)(2), the shareholders in amending, repealing, or adopting a bylaw described in Subsection C of this Section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable, and orderly process.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1444 — LA Code / Code revised-statutes / Title 12 / Section 1-1444
Reinstatement of terminated corporation
Status: in_force

A. A terminated corporation may be reinstated if the corporation satisfies both of the following conditions:

(1) It was not dissolved by a judgment of dissolution.

(2) It requests reinstatement in accordance with this Section no later than five years after the effective date of its articles or certificate of termination.

B. If the corporation was terminated administratively under R.S. 12:1-1442, the articles of reinstatement shall be approved by either of the following:

(1) A director or officer listed in the corporation's last annual report before its termination.

(2) A director of the corporation elected by the shareholders of the corporation after the last annual report, regardless of whether the director was elected before or after the administrative termination.

C. If the corporation was terminated after its dissolution or termination was authorized by a vote of shareholders, then all of the following actions are required:

(1) The reinstatement of the corporation shall be approved by the same vote that was required to approve the dissolution or termination, by the persons who were shareholders at the time that the dissolution or termination was approved by the shareholders.

(2) The persons entitled to vote on the reinstatement shall elect a board of directors for the reinstated corporation.

(3) The board of directors elected in accordance with Paragraph (C)(2) of this Section shall elect officers for the reinstated corporation.

D. A corporation may request reinstatement by delivering to the secretary of state for filing articles of reinstatement and an annual report. The articles of reinstatement and the annual report shall be signed by an officer or director of the corporation who is entitled to approve the articles under Subsection B of this Section or, in the case of a reinstatement authorized in accordance with Subsection C of this Section, by a director or officer elected in accordance with that Subsection. The annual report shall be accompanied by a written consent to appointment signed by the registered agent named in the annual report.

E. The articles of reinstatement shall state all of the following:

(1) The name of the corporation.

(2) That the reinstatement was approved in accordance with either of the following:

(a) R.S. 12:1-1444(B).

(b) R.S. 12:1-1444(C), and that the directors and officers listed in the annual report accompanying the articles of reinstatement were elected in accordance with that Subsection. If the annual report is not yet due, the report to be made in compliance with this Subsection shall be provided in a separate written statement.

(3) That the corporation is reinstated, effective retroactively as if the corporation had never been terminated.

F. The secretary of state shall file the articles of reinstatement only if both of the following conditions are satisfied:

(1) The articles are delivered for filing to the secretary of state within five years after the effective date of the articles or certificate of termination for the corporation.

(2) The fee is paid for the filing of an annual report for each year between the corporation's last annual report and the year in which corporation is reinstated.

G. In addition to the reinstatement authorized by Subsections A through F of this Section, if the administrative termination of a corporation occurred because of an error in the records of the secretary of state not caused by the corporation, the secretary of state shall file a certificate of reinstatement that states that the certificate of termination was filed in error, and that the corporation is reinstated, with retroactive effect as if the termination had never occurred.

H. When the secretary of state files a certificate or articles of reinstatement, the existence of the terminated corporation is reinstated retroactively, and the corporation continues to exist as if the termination had never occurred.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:1199 — LA Code / Code revised-statutes / Title 12 / Section 1199
Directors
Status: in_force

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1702 — LA Code / Code revised-statutes / Title 12 / Section 1702
Confidentiality of information
Status: in_force

A. Any electronic mail address, internet protocol address number, or short message service number submitted to or captured by the secretary of state pursuant to the provisions of this Title shall be confidential and shall not be disclosed by the secretary of state or any employee or official of the Department of State.

B. Computer system or program information, including software, related menus, flow charts, network diagrams, user names, non-public uniform resource locators, database object names, computer names, device identifiers and materials, prompts, dialogues, operating and instruction manuals, programming materials or instructions, any other computer operating or support materials relating to the secretary of state's computer systems and equipment, and any information contained within the secretary of state's computer systems which if disclosed may impair the security of the secretary of state's information technology infrastructure shall be confidential and shall not be disclosed by the secretary of state or any employee or official of the Department of State.

C. The provisions of Subsection A of this Section shall not prohibit the disclosure of electronic mail addresses, internet protocol address numbers, or short message service numbers by the secretary of state or any employee or official of the Department of State to an agency, official, or employee of state government or of a political subdivision of the state in the course of the interaction of the agency, official, or employee with the Department of State. An agency, official, or employee that receives electronic mail addresses, internet protocol address numbers, or short message service numbers pursuant to this Subsection shall use the electronic mail addresses, internet protocol address numbers, or short message service numbers only for the governmental purposes for which the information was submitted or captured, shall not disclose the electronic mail addresses, internet protocol address numbers, or short message service numbers, and shall maintain the confidentiality of the electronic mail addresses, internet protocol address numbers, and short message service numbers.

Acts 2014, No. 162, §1; Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-630 — LA Code / Code revised-statutes / Title 12 / Section 1-630
Shareholders' preemptive rights
Status: in_force

A. The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. The articles of incorporation of a corporation that was incorporated before January 1, 1969, shall be deemed to contain a statement that "the corporation elects to have preemptive rights," unless the articles of incorporation contain a specific provision enlarging, limiting, or denying preemptive rights.

B. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights", or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. Shareholders have a fair and reasonable opportunity to exercise the right to acquire shares if they are given at least forty-five days to purchase the shares after notice to them of that right, but shorter periods of time may be fair and reasonable under the circumstances in which the shares are being issued.

(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to any of the following:

(a) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates.

(b) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates.

(c) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation.

(d) Shares sold otherwise than for money.

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

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

D. On or after January 1, 2016, no action to enforce a preemptive right of a shareholder shall be brought unless filed in a court of competent jurisdiction and proper venue within one year of the date of the issuance of the share to which the shareholder had the preemptive right, or within one year of the date that the issuance of the share is discovered or should have been discovered. Such an action is perempted three years after the date of the issuance of the share.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1119 — LA Code / Code revised-statutes / Title 12 / Section 1119
Directors
Status: in_force

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:403 — LA Code / Code revised-statutes / Title 12 / Section 403
Powers
Status: in_force

A cooperative may:

(1) Sue and be sued, in its corporate name;

(2) Have perpetual existence, unless otherwise provided for in the articles of incorporation of the cooperative;

(3) Adopt a corporate seal and alter the same at pleasure;

(4) Generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons not in excess of ten per centum of the number of its members; provided, however, that should a cooperative acquire any electric facilities dedicated or devoted to the public use, it may, for the purpose of continuing service and avoiding hardship and to an extent which together with all other persons served by the cooperative on a non-member basis shall not exceed forty per centum of the total number of persons served by the cooperative, continue to serve the persons served directly from such facilities at the time of such acquisition without requiring that such persons become members. But such non-members shall have the right to become members upon such terms as are provided in the by-laws;

(5) Make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in, wiring their premises and installing therein electric and plumbing fixtures, appliances, apparatus and equipment of any and all kinds and character, and in connection therewith; purchase, acquire, lease, sell, distribute, install and repair such electric and plumbing fixtures, appliances, apparatus and equipment, and to accept or otherwise acquire, and to sell, assign, transfer, endorse, pledge, hypothecate and otherwise dispose of notes, bonds and other evidences of indebtedness and any and all types of security therefor;

(6) Make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise assist such persons in, constructing, maintaining and operating electric refrigeration plants;

(7) Become a member in one or more other cooperatives or corporations or own stock therein;

(8) Construct, purchase, take, receive, lease as lessee, or otherwise acquire, and own, hold, use, equip, maintain, and operate, and sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, electric transmission and distribution lines or systems, electric generating plants, electric refrigeration plants, lands, buildings, structures, dams, plants and equipment, and any and all kinds of classes of real or personal property whatsoever, which shall be deemed necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized;

(9) Purchase or otherwise acquire, and own, hold, use and exercise and to sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights of way and easements;

(10) Borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness therefor, and secure the payment thereof by mortgage, pledge, deed of trust, or any other encumbrance upon any or all of its then owned or after-acquired real or personal property, assets, franchises, revenues or income;

(11) Construct, maintain and operate electric transmission and distribution lines along, upon, under and across all public thoroughfares, including without limitation, all roads, highways, streets, alleys, bridges and causeways, and upon, under and across all publicly owned lands, subject, however, to the requirements in respect to the use of such thoroughfares and lands that are imposed by law; and, provided, that such construction and operation shall not interfere with the use and occupancy thereof by other public utilities;

(12) Exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of that power by corporations constructing or operating electric transmission and distribution lines or systems;

(13) Conduct its business and exercise any or all of its powers within or without this state;

(14) Adopt, amend and repeal by-laws; and

(15) Do and perform any and all other acts and things, and to have and exercise any and all other powers which may be necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized.

Renumbered from R.S.1950, §12:303 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 2012, No. 328, §1.
La. Rev. Stat. § 12:503 — LA Code / Code revised-statutes / Title 12 / Section 503
Territorial application
Status: in_force

Immovable and movable property in this state may be acquired, held, encumbered, and transferred by an unincorporated association, whether or not the unincorporated association or a member has any other relationship to this state.

Renumbered from R.S.1950, §12:403 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.

NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
La. Rev. Stat. § 12:1101 — LA Code / Code revised-statutes / Title 12 / Section 1101
Short title
Status: in_force

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

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1-1701 — LA Code / Code revised-statutes / Title 12 / Section 1-1701
Application to existing domestic corporations
Status: in_force

This Chapter applies to all domestic corporations in existence on its effective date that were incorporated under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1108 — LA Code / Code revised-statutes / Title 12 / Section 1-1108
Abandonment of a merger or share exchange
Status: in_force

A. Unless otherwise provided in a plan of merger or share exchange or in the laws under which an eligible entity or foreign business corporation that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this Part, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.

B. If a merger or share exchange is abandoned under Subsection A of this Section after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this Section, signed on behalf of a party to the merger or share exchange 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 merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:310 — LA Code / Code revised-statutes / Title 12 / Section 310
Change of corporate name
Status: in_force

If a foreign corporation authorized to transact business in this state changes its corporate name, it shall procure an amended certificate of authority by making application therefor to the secretary of state and submitting a duplicate or original certificate of name change from an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate.

Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 405, §1, eff. July 6, 1984; Acts 1988, No. 98, §1; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:422 — LA Code / Code revised-statutes / Title 12 / Section 422
Non-liability of members for debts of cooperative
Status: in_force

The private property of the members of a cooperative shall be exempt from execution for the debts of the cooperative and no member shall be liable or responsible for any debts of the cooperative.

Renumbered from R.S.1950, §12:322 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:909 — LA Code / Code revised-statutes / Title 12 / Section 909
Shareholders' agreements
Status: in_force

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

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

Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:505 — LA Code / Code revised-statutes / Title 12 / Section 505
Statement of authority as to immovable property
Status: in_force

A. An unincorporated association may execute and file a statement of authority to mortgage, hypothecate, encumber, donate, or otherwise transfer an interest in immovable property in the name of the unincorporated association.

B. An interest in immovable property held in the name of an unincorporated association may be mortgaged, hypothecated, encumbered, donated, or otherwise transferred by a person so authorized in a statement of authority filed in the conveyance records in the parish in which the immovable property is situated.

C. A statement of authority shall set forth all of the following:

(1) The name of the unincorporated association.

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

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

(4) The fact that it is an unincorporated association.

(5) The name or title of a person authorized to transfer an interest in immovable property held in the name of the unincorporated association.

(6) That the transaction was duly authorized by a majority of the members or otherwise in accordance with the bylaws or other governing documents of the unincorporated association as duly adopted by a majority of the members.

D. A statement of authority shall be in the form of an authentic act and must be executed by a person who is not the person authorized to transfer the interest in immovable property.

E. A filing officer may collect a fee for filing a statement of authority in the amount authorized for filing a transfer of immovable property.

F. An amendment, including a cancellation, of a statement of authority shall meet the form requirements and be filed in the same manner as an original statement. Unless canceled earlier, a filed statement of authority or its most recent amendment is canceled by operation of law five years after the date of the most recent filing.

G. If the record title to immovable property is in the name of an unincorporated association and the statement of authority is filed in the conveyance records in the parish in which the immovable property is situated, the authority of the person named in a statement of authority to transfer is conclusive in favor of a person who gives value without notice that the person lacks authority.

Renumbered from R.S.1950, §12:405 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.

NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
La. Rev. Stat. § 12:425 — LA Code / Code revised-statutes / Title 12 / Section 425
Taxation
Status: in_force

Each cooperative shall pay annually, on or before the first day of July, to the department of revenue, a fee of ten dollars for each one hundred persons or fraction thereof to whom electricity is supplied within the state by it, but shall be exempt from all other excise and income taxes whatsoever.

Renumbered from R.S.1950, §12:325 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:502 — LA Code / Code revised-statutes / Title 12 / Section 502
Supplementary general principles of law
Status: in_force

Provisions of the Louisiana Revised Statutes of 1950, and other principles of law supplement this Chapter unless displaced by a particular provision of this Chapter.

Renumbered from R.S.1950, §12:402 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.

NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
La. Rev. Stat. § 12:243 — LA Code / Code revised-statutes / Title 12 / Section 243
Merger or consolidation procedure
Status: in_force

Merger or consolidation may be effected only as a result of a joint agreement entered into, approved and filed as follows:

(1) The board of directors of each of the nonprofit, business and foreign corporations which desire to merge or consolidate may enter into a joint agreement signed by a majority of the directors of each, prescribing the terms and conditions of merger or consolidation and the mode of carrying the same into effect, and containing such other provisions as are deemed necessary. If the surviving corporation is a nonprofit corporation and the merger agreement prescribes changes to be effected by the merger in its articles, the agreement shall comply with the requirements of R.S. 12:240(A) to the extent applicable.

(2) The agreement must be approved by the shareholders or members of any foreign corporation or corporations involved, in the manner provided by the laws under which they were formed, and by the shareholders of any business corporation or corporations involved, in the manner provided in Chapter 1 of this Title.

(3) The agreement shall be submitted to the members of each of the merging or consolidating nonprofit corporations at an annual or special meeting. Written notice shall be given by each such corporation to each member entitled to vote at the meeting, in the manner provided in R.S. 12:230(A). A copy or a summary of the agreement shall be included in, or enclosed with, such notice, and if the corporation has no nonshareholding members, the notice shall include the statement: "Dissenting shareholders who comply with the procedural requirements of the Nonprofit Corporation Law of Louisiana will be entitled to receive payment of the fair cash value of their shares if the merger or consolidation is effected upon approval by less than two-thirds of the corporation's total voting power." The agreement must be approved by the members of each nonprofit corporation by vote of at least two-thirds in interest (or such smaller proportion, not less than a majority, as the articles may provide) of the voting members present. In addition, if the agreement is a merger agreement, and expressly prescribes a change in the articles of the surviving nonprofit corporation which, if contained in a proposed amendment to such corporation's articles, would entitle any class or series of shares of such corporation to vote as a class thereon, the merger agreement must also be approved by such affirmative vote of the holders of the shares of such class or series as would be required for the adoption of such an amendment to the articles.

(4) The fact that the agreement has been approved by the shareholders or members of each party thereto as hereinabove provided shall be certified on the agreement by the respective secretaries or assistant secretaries, and the agreement, so approved and certified, shall be signed and acknowledged by the president or vice-president of each of the corporate parties thereto.

(5) The shareholders or members of each nonprofit, business and foreign corporation shall have the right, exercisable by the vote required for approval of the agreement, to propose amendments to the agreement, and if such amendments be concurred in by the shareholders and members of all of the other nonprofit, business and foreign corporations, in each case by the vote required for approval of the agreement, the agreement so amended, when certified, signed and acknowledged as provided in this section, shall be considered the merger or consolidation agreement.

(6)(a) The secretary of state may prescribe and furnish forms for filing the merger agreement. The agreement, so adopted, certified and acknowledged, shall be filed with the secretary of state, who, after all incorporation taxes, fees and charges have been paid as required by law, shall record the same in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of merger or consolidation which shall recite the names of all of the merging and consolidating corporations, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or consolidated corporation, the name of the state or country under the laws of which the consolidated corporation is formed, the date and, if endorsed on the agreement, the hour of filing of the agreement with him, and the effective time of the merger or consolidation, if stated in the agreement.

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

(7)(a) If a nonprofit, business or foreign corporation owns at least ninety percent of the outstanding shares of each class of one or more nonprofit, business or foreign corporations, none of the subsidiary nonprofit corporations has any nonshareholding members, and the laws under which each foreign corporation involved was formed permit merger by the procedure prescribed in this Subsection, the parent may:

(i) Merge into itself one or more subsidiaries by delivering to the secretary of state, who shall record it after all fees and charges have been paid as required by law, a certificate, signed and acknowledged by its president or a vice-president and its secretary or an assistant secretary, setting forth a copy of the resolution of its board of directors effecting such merger and the date of adoption thereof, or

(ii) Merge itself, or itself and one or more of such subsidiaries, into one of such subsidiaries, by filing with the secretary of state, who shall record it after all fees and charges have been paid as required by law, a certificate, signed and acknowledged by its president or a vice-president, and its secretary or an assistant secretary, setting forth a copy of a resolution of its board of directors effecting such merger and the date of adoption thereof, and stating if the parent is a nonprofit corporation, that the resolution has been approved by the parent's members in the manner and by the vote prescribed in Subsection C of this Section for approval of merger or consolidation agreements.

(b) If the parent owns less than all of the outstanding shares of any subsidiary merged into itself, the resolution of the board of directors shall also state the terms and conditions of the merger, including the shares, secured or unsecured obligations, cash or other consideration to be delivered to the other shareholders of such subsidiary. If the parent is merged into a subsidiary, the resolution of the board of directors shall also state the shares, secured or unsecured obligations, cash or other consideration to be delivered to the shareholders or members of the parent and any merged subsidiaries.

(c) A duplicate original of the certificate, issued by the secretary of state, shall be filed for record with the recorder of mortgages of each parish in this state in which each nonprofit corporation involved has its registered office, and with the recorder of conveyances of each parish in this state in which any nonprofit, business or foreign corporation involved owns immovable property, title to which will be transferred as a result of the merger. A copy of the certificate shall, within twenty days after filing thereof with the secretary of state, be mailed to each minority shareholder of each subsidiary involved in the merger, at his last known address.

(d) If the surviving corporation is a nonprofit corporation, its name may be changed, effective upon effectiveness of the merger, by inclusion of a provision to that effect in the resolution of the parent corporation's board of directors.

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

(8)(a) Notwithstanding approval by the members, and at any time prior to the effectiveness of the merger or consolidation, the merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the agreement of merger or consolidation.

(b) The secretary of state may prescribe and furnish forms for abandoning the merger or consolidation.

(9) An agreement of merger or consolidation or a certificate of merger may provide that any consideration to be delivered to shareholders or members of any party to the merger or consolidation may consist of shares or secured or unsecured obligations of any business, nonprofit or foreign corporation, whether or not a party to the consolidation or merger, or cash or other consideration.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§18, 19, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1988, No. 101, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:81 — LA Code / Code revised-statutes / Title 12 / Section 81
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1979, No. 53, §1; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 914, §1; Acts 2004, No. 523, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1162 — LA Code / Code revised-statutes / Title 12 / Section 1162
Merger and consolidation
Status: in_force

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:240 — LA Code / Code revised-statutes / Title 12 / Section 240
Reclassification of stock
Status: in_force

A. In case of a reclassification of stock, the articles of amendment shall state:

(1) The number of shares that have a par value and the par value thereof, and the number of shares that have no par value;

(2) If the shares are divided into classes, a description of the classes, a statement of the number of shares in each class, the designation of each class, and a statement of the preferences, limitations and relative rights of the shares of each class; and

(3) If shares are divided into series, the designation of each series and a statement of the variations in the relative rights and preferences.

B. Following a reclassification of stock, the aggregate allocated value of the issued shares shall not exceed stated capital.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:144 — LA Code / Code revised-statutes / Title 12 / Section 144
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. § 12:1-934 — LA Code / Code revised-statutes / Title 12 / Section 1-934
Effect of nonprofit conversion
Status: in_force

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

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

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

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

(4) The articles of incorporation of the domestic or foreign nonprofit corporation become effective.

(5) The shares of the corporation are reclassified into memberships, securities, obligations, rights to acquire memberships or securities, or into cash or other property in accordance with the plan of conversion, and the shareholders are entitled only to the rights provided in the plan of nonprofit conversion or to any rights they may have under Part 13 of this Chapter.

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

(a) A domestic nonprofit corporation for all purposes.

(b) The same corporation without interruption as the corporation that existed prior to the conversion.

(c) Incorporated on the date that it was originally incorporated as a domestic business corporation.

B. When a conversion of a domestic business corporation to a foreign nonprofit corporation becomes effective, the foreign nonprofit corporation remains both of the following:

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

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

C. [Reserved.]

D. A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the nonprofit corporation shall have owner liability only for those debts, obligations, or liabilities of the nonprofit corporation that arise after the effective time of the articles of nonprofit conversion.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:102 — LA Code / Code revised-statutes / Title 12 / Section 102
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1970, No. 50, §6, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1972, No. 383, §1; Acts 1976, No. 459, §2; Acts 1981, No. 494, §1; Acts 1990, No. 745, §2; Acts 1992, No.103, §1, eff. June 5, 1992; Acts 2001, No. 1187, §1; Acts 2003, No. 365, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:238 — LA Code / Code revised-statutes / Title 12 / Section 238
Articles of amendment; contents; filing
Status: in_force

A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members of each class or series, and containing such recitals as may be required by R.S. 12:240, shall be executed in the corporation's name by an officer of the corporation. The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act.

B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state for filing, as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution.

C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:255 — LA Code / Code revised-statutes / Title 12 / Section 255
Claims against corporation in liquidation; peremption
Status: in_force

A. A corporation in liquidation may have the benefit of Subsections C, D, and E of this Section by following the procedure set forth in Subsection B of this Section.

B. After the proceeding for dissolution has taken effect, notice thereof shall be (1) given by registered or certified mail to all known creditors of, to all persons believed to have valid and subsisting claims (excluding prescribed and time-barred claims) against, and to all persons having unfulfilled contracts with, the corporation, and (2) published once a week for two successive weeks in a newspaper of general circulation in the parish in which the corporation's registered office is located. Such notice shall call on the addressees to present their claims in writing and in detail, at a specified place and by a specified date, not less than six months after the notice was mailed. The giving and publication of such notice shall not be deemed an acknowledgment of the validity of any claim against the corporation, waiver of any defense or setoff to any such claim, interruption of prescription on, or tolling of any statute of limitation applicable to, such claim, or revival of any claim which has been barred by any prescription, peremption, or statute of limitations.

C. If any addressee of such notice shall not present his claim or claims as prescribed in the notice, such of his claims as would be enforceable against the corporation except for the provisions of this Subsection shall, unless suit has been entered thereon in a court of competent jurisdiction before the final date prescribed for presentment thereof, be perpetually and peremptorily barred, except to the extent, if any, that the court may allow them against any remaining undistributed assets of the corporation on a finding that the claimant had some valid excuse for his failure so to present his claim.

D. All claims which would be enforceable by suit against the corporation except for the provisions of this Subsection, on which suit has not been filed in a court of competent jurisdiction before the expiration of three years after the proceeding for dissolution takes effect (or, if the notice prescribed in Subsection B of this Section was not given and publication thereof commenced within one month after the proceeding takes effect, before the expiration of three years after the giving or completion of publication of the notice, whichever is later), shall be barred perpetually and peremptorily.

E. The time limits provided in Subsections C and D of this Section shall not be subject to suspension on any ground, or to interruption except by timely presentation of the claim as to Subsection C of this Section or timely suit as to Subsection E of this Section.

F. The provisions of Subsections C and D of this Section shall not preclude the enforcement at any time, without regard to whether a claim has been presented or a suit filed timely as prescribed in said Subsections, of any valid and subsisting lien securing any claim against, or indebtedness of, the corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:62 — LA Code / Code revised-statutes / Title 12 / Section 62
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-925 — LA Code / Code revised-statutes / Title 12 / Section 1-925
Abandonment of a domestication
Status: in_force

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

B. If a domestication is abandoned under Subsection A of this Section after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication 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 domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-709 — LA Code / Code revised-statutes / Title 12 / Section 1-709
Remote participation in annual and special meetings
Status: in_force

A. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with Subsection B of this Section.

B. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:

(1) Verify that each person participating remotely is a shareholder.

(2) Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

C. Notwithstanding any provision of this Subpart to the contrary, unless the bylaws expressly require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall be held solely by means of remote communication, in accordance with the provisions of Subsection B of this Section and the guidelines and procedures as the board of directors adopts.

D. Notwithstanding the requirements of R.S. 6:647, 648, or any other provision of law to the contrary, banks, savings banks, savings and loan associations, and credit unions may permit shareholders or members of the financial institution to participate in any meeting of shareholders or members by means of remote communication, or unless the bylaws expressly require the meeting of shareholders or members to be held at a place, hold any meeting solely by means of remote communication. Any such participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with Subsection B of this Section. Participation by remote communication may include but is not limited to any telephonic or internet form of communication.

Acts 2016, No. 442, §1; Acts 2020, 2 nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020; Acts 2020, 2 nd Ex. Sess., No. 46, §1, eff. Nov. 5, 2020; Acts 2021, No. 23, §2, eff. June 1, 2021.

NOTE: AS BETWEEN THE CONFLICTING EFFECTIVE DATES OF ACTS 2020, 2 ND EX. SESS., NO. 3 AND NO. 46, ACT NO. 46 IS CERTIFIED AS THE LATEST EXPRESSION.
La. Rev. Stat. § 12:449 — LA Code / Code revised-statutes / Title 12 / Section 449
Amendments to articles of association
Status: in_force

The articles of incorporation may be altered or amended at any regular meeting, or at any special meeting called for that purpose. Any amendment must first be approved by two-thirds of the directors and must be then adopted by a vote of a majority of all members of the association. Amendments to the articles of incorporation, when so adopted, shall be filed in the same manner as required for the articles, in R.S. 12:448. Amendments shall be effective when filed in accordance with R.S. 12:448.

Renumbered from R.S.1950, §12:359 by Acts 1968, No. 105, §1, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:112 — LA Code / Code revised-statutes / Title 12 / Section 112
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1970, No. 50, §§7-9, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:511 — LA Code / Code revised-statutes / Title 12 / Section 511
Claim not abated by change
Status: in_force

A claim for relief against an unincorporated association is not affected merely by a change in its members or persons authorized to manage the affairs of the unincorporated association.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:499.4 — LA Code / Code revised-statutes / Title 12 / Section 499.4
Application of laws; conflict of laws
Status: in_force

The provisions of Chapter 2 of this Title 12 shall be applicable to cooperative housing corporations, and they shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of other corporations except where inconsistent with this Part. This Part shall take precedence in the event of any conflict with the provisions of Chapter 2 of this Title.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-122 — LA Code / Code revised-statutes / Title 12 / Section 1-122
Filing, service, and copying fees
Status: in_force

The secretary of state shall collect the fee authorized in R.S. 49:222 when a document described in this Chapter is delivered to the secretary of state for filing.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:130.2 — LA Code / Code revised-statutes / Title 12 / Section 130.2
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1991, No. 914, §1, eff. July 23, 1991; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1079 — LA Code / Code revised-statutes / Title 12 / Section 1079
Shareholders' agreements
Status: in_force

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

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

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:220 — LA Code / Code revised-statutes / Title 12 / Section 220
Reduction of membership below stated number
Status: in_force

Whenever the membership of a corporation having a stated number of members is reduced below that number, the corporation shall not on that account be dissolved. It shall be lawful for the surviving or continuing members to continue the corporate existence, unless otherwise provided in the articles or by-laws.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1090 — LA Code / Code revised-statutes / Title 12 / Section 1090
Shares
Status: in_force

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

B. A majority of the outstanding shares of a professional architectural corporation shall be held by one or more natural persons duly licensed to practice architecture in this state, holding his shares in his own right.

C. The requirement of Subsection B of this Section may be met if such shares are held or owned by a holding company, a majority of the stock of which is owned by one or more natural persons duly licensed to practice architecture in this state, and the holding company is the direct owner of the stock of such professional architectural corporation.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:239.1 — LA Code / Code revised-statutes / Title 12 / Section 239.1
Certificate of correction
Status: in_force

A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction which shall be executed, acknowledged, filed, and recorded in accordance with this Section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The secretary of state may prescribe and furnish forms for filing the certificate of correction.

B.(1) The certificate of correction shall be executed in the name of the corporation by an officer of the corporation.

(2) When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.

(3) The certificate of correction shall be acknowledged by the officer who signed it or may be in the form of an authentic act.

C.(1) The certificate of correction shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.

(2) The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date.

D. A multiple original of the certificate of correction, or a copy 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 registered office of the corporation is located.

E. All certificates of correction filed prior to the effective date of this Section are hereby validated.

Acts 1984, No. 424, §1, eff. July 6, 1984; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-1325 — LA Code / Code revised-statutes / Title 12 / Section 1-1325
After-acquired shares
Status: in_force

A. A corporation may elect to withhold payment required by R.S. 12:1-1324 from any shareholder who was required to, but did not, certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date specified in the appraisal notice sent in accordance with R.S. 12:1-1322(B)(1) and R.S. 12:1-1322(C).

B. If the corporation elects to withhold payment under Subsection A of this Section, it must, within thirty days after the form required by R.S. 12:1-1322(B)(2)(b) is due, notify all shareholders who are described in Subsection A of this Section of all of the following:

(1) The information required by R.S. 12:1-1324(B)(1).

(2) The corporation's estimate of fair value pursuant to R.S. 12:1-1324(B)(2).

(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under R.S. 12:1-1326.

(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer.

(5) That those shareholders who do not satisfy the requirements for demanding appraisal under R.S. 12:1-1326 shall be deemed to have accepted the corporation's offer.

C. Within ten days after receiving the shareholder's acceptance pursuant to Subsection B of this Section, the corporation must pay in cash the amount it offered under Paragraph (B)(2) of this Section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

D. Within forty days after sending the notice described in Subsection B of this Section, the corporation must pay in cash the amount it offered to pay under Paragraph (B)(2) of this Section to each shareholder described in Paragraph (B)(5) of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:161 — LA Code / Code revised-statutes / Title 12 / Section 161
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. § 12:1-1409 — LA Code / Code revised-statutes / Title 12 / Section 1-1409
Responsibility of the board of directors
Status: in_force

A. The board of directors of a dissolved corporation is responsible for winding up and liquidating the business and affairs of the corporation as contemplated by R.S. 12:1-1405 (A). The board of directors may authorize a distribution to shareholders only after the corporation pays, or makes reasonable provision to pay, all obligations owed by the corporation as contemplated by R.S. 12:1-1405(A).

B. Directors of a dissolved corporation which has disposed of claims under R.S. 12:1-1406, 1-1407, or 1-1408 shall not be liable for breach of Subsection A of this Section with respect to claims against the dissolved corporation that are barred or satisfied under R.S. 12:1-1406, 1-1407, or 1-1408.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:34 — LA Code / Code revised-statutes / Title 12 / Section 34
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, 2014.
La. Rev. Stat. § 12:702 — LA Code / Code revised-statutes / Title 12 / Section 702
Mortgages executed by public utility corporations and cable television companies; description of property; recordation; effect
Status: in_force

A.(1) Mortgages securing bonds or other obligations executed pursuant to R.S. 12:701 by public utility corporations such as railroad, street railway, motor coach, trolley coach, bus, canal, sewerage, waterworks, electric, gas, gas pipeline, water power, telegraph, or telephone utilities, and also mortgages executed by cable television companies whether or not pursuant to R.S. 12:701, shall be effective as to after-acquired or future property to the extent set forth therein and the property subject thereto may be described in general terms.

(2) If any such mortgage, and any indentures or other instruments supplemental thereto and/or amendatory thereof, heretofore or hereafter recorded, secures the payment of bonds then and/or thereafter issuable in series, the recordation of such mortgage and of any such indentures or other instruments supplemental thereto and/or amendatory thereof, in the mortgage records shall, whether or not any bonds of a particular series or of any series remain outstanding or unpaid, be effective and preserve the evidence and effect of such mortgage, and of all such supplements and/or amendments thereto:

(a) Until ten years after the date of the (original) mortgage if all bonds of all series were issued with maturity dates less than nine years after the date of the (original) mortgage;

(b) Until six years after the maturity date of the last maturing or matured bond or bonds of any series if any bond of any series was issued with a maturity date nine years or more after the date of the (original) mortgage.

B. Such mortgage, if made of all of the transmission and distribution lines of any electric light or power, waterworks or gas light or fuel corporation, or a cable television company, shall bear upon the entire system of transmission and distribution lines and all extensions thereof or additions thereto made during the term of said mortgage, though the same be not completed or contemplated at the time the mortgage is made, and such mortgage may also be made to bind the appurtenances of said transmission or distribution lines, their equipment, accessories, substations, regulator stations, transformers, and any and all other parts thereof.

C. Anything in this Section or elsewhere in these Revised Statutes to the contrary notwithstanding, no person, firm or corporation operating a motor coach or bus line or lines under a permit from the Louisiana Public Service Commission may mortgage or pledge any such permits without the consent of the commission. The provisions of this Section shall be applicable to mortgages heretofore executed by such corporations.

Added by Acts 1952, No. 131, §1. Amended by Acts 1954, No. 52, §2, Renumbered from R.S. 1950, §12:602 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1977, No. 138, §1; Acts 1988, No. 171, §1; Acts 2001, No. 128, §11, eff. July 1, 2001.

{{NOTE: *SEE ACTS 1988, NO. 171, §§2 AND 3.}}
La. Rev. Stat. § 12:1-130 — LA Code / Code revised-statutes / Title 12 / Section 1-130
Powers
Status: in_force

[Reserved.]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1144 — LA Code / Code revised-statutes / Title 12 / Section 1144
Short title
Status: in_force

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

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:117 — LA Code / Code revised-statutes / Title 12 / Section 117
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1426 — LA Code / Code revised-statutes / Title 12 / Section 1-1426
:1-1426 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1319 — LA Code / Code revised-statutes / Title 12 / Section 1319
Records and information
Status: in_force

A. Each limited liability company shall keep at its registered office the following:

(1) A current list of the full name and last known business address of each member and manager, if management is vested in one or more managers pursuant to R.S. 12:1312.

(2) Copies of records which would enable a member to determine the relative voting rights of the members.

(3) A copy of the articles of organization, together with any amendments thereto.

(4) Copies of the limited liability company's federal and state income tax returns and reports, if any, for the three most recent years.

(5) A copy of any operating agreement which is in writing.

(6) Copies of any financial statements of the limited liability company for the three most recent years.

B. Unless otherwise provided in the articles of organization or an operating agreement, a member may do any of the following:

(1) At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours.

(2) Obtain from time to time upon reasonable demand the following:

(a) True and complete information regarding the state of the business and financial condition of the limited liability company.

(b) Promptly after becoming available, a copy of the limited liability company's federal and state income tax returns for each year.

(c) Other information regarding the affairs of the limited liability company as is just and reasonable.

(3) Demand a formal accounting of the limited liability company's affairs whenever circumstances render it just and reasonable.

C. Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this Section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.

D. Except as otherwise provided in the articles of organization or an operating agreement, a limited liability company and its members, managers, and agents may recognize and treat a person registered on its records as a member, as such for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such membership interests. Rights under this Section shall not be affected by any actual or constructive notice which the limited liability company or any of its managers, members, or agents may have to the contrary.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:446 — LA Code / Code revised-statutes / Title 12 / Section 446
Powers of association
Status: in_force

Each association shall have the following powers:

(1) To engage in any activity in connection with the marketing or selling of the sea food products and skins and furs belonging to its members, or with the catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of any sea food products or skins or furs produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring, or use, by its members of supplies, machinery or equipment, or in the financing of any such activities; or in any one or more of the activities specified in this section. No associations shall handle the sea food products or skins or furs belonging to any non-member, except as may be necessary and incidental to the handling of the products of the members; and in any case, the value of the products of non-members so handled, shall not exceed the value of the products handled by the association for its members.

(2) To borrow money and to make advances to members.

(3) To act as agent or representative of any member or members in any of the above mentioned activities.

(4) To purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in, and to sell, transfer or pledge or guarantee the payment of dividends or interest on, or the retirement or redemption of shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing of any of the products handled by the association.

(5) To establish reserves and to invest the funds in bonds or such other property as may be provided in the bylaws.

(6) To buy, hold and exercise all privileges of ownership, over such movable or immovable property as may be necessary or convenient for the conducting and operating of any of the business of the association or incidental thereto.

(7) To do everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated; or conducive to or expedient for the interest or benefit of the association; and to contract accordingly; and, in addition, to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized, or to the activities in which it is engaged; and to do any such thing, anywhere.

(8) To sue and be sued, prosecute and be prosecuted to judgment, in any suit before any court.

Renumbered from R.S.1950, §12:356 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1094 — LA Code / Code revised-statutes / Title 12 / Section 1094
Shareholders' agreements
Status: in_force

A. Any lawful provision regulating the affairs of a professional architectural 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 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1135 — LA Code / Code revised-statutes / Title 12 / Section 1135
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 psychology or another professional psychology corporation in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of psychological services by, the corporation, or to have access to any records or communications pertaining to psychological 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. 12:1138.

C. There shall be no provision for compulsory offer of shares for purchase or by sale to the corporation, and, except as provided in R.S. 12:22, 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 1980, No. 523, §1.

1 So in enrolled bill. Present R.S. 12:22 deals with purposes for incorporation. Former R.S. 12:22, repealed by Acts 1968, No. 105, §1, provided: "If a shareholder be indebted to the corporation on account of unpaid subscriptions for shares, the corporation shall have a vendor's privilege upon such shares to the extent of this indebtedness." See, now, R.S. 12:71.
La. Rev. Stat. § 12:1866 — LA Code / Code revised-statutes / Title 12 / Section 1866
Disclosure
Status: in_force

A. It is unlawful for any person who is an officer, trustee, employee, administrator, agent, or representative of the group self-insurance fund, as well as any person, partnership, corporation, banking corporation, or any other legal entity which performs any service for the group self-insurance fund, or prepares any report, audit, financial statement or report for, or makes any representation on behalf of, for, or with regard to the group self-insurance fund, in connection with any investigation or examination authorized by this Chapter, to act with the specific intent to do any of the following items:

(1) Represent falsely, directly or indirectly, to the department or any employee, trustee, or administrator of the department that an asset of the group self-insurance fund is unencumbered, or misrepresent any other material fact pertaining to the status of any asset or liability of the group self-insurance fund.

(2) Materially misrepresent to the department, or any employee, trustee, or administrator of the department, the value of any asset or the amount of any liability of the group self-insurance fund, or any affiliate, subsidiary, or holding fund associated therewith, provided that with regard to a material misrepresentation of the value of any asset or liability, any deviation from the actual value of assets or liability which results from utilization of and compliance with generally accepted insurance accounting and reporting procedures shall not be deemed a violation of this Section.

(3) Fail to disclose to the department the existence of any liability of the group self-insurance fund, or affiliate, subsidiary, or holding company associated therewith, when such disclosure is properly requested or required in writing by an examiner or administrator of the department.

(4) Materially misrepresent, withhold, deny access to, or otherwise preclude the obtainment of any information properly requested in writing and in accordance with provisions of law affecting dissemination or disclosure of information by specific institutions by an examiner or administrator of the department, which is material and relevant to an examination properly conducted by the department and examiners and administrators of the department.

B. Whoever violates any provision of this Section, upon conviction, shall be fined by the court not more than fifty thousand dollars or subject to the penalties provided in R.S. 22:1924.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-724 — LA Code / Code revised-statutes / Title 12 / Section 1-724
Corporation's acceptance of votes
Status: in_force

A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

B. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following conditions are met:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

(2) The name signed purports to be that of an administrator, executor, guardian, conservator, curator, tutor or judicially authorized representative of the shareholder and, if the corporation requests, evidence of fiduciary status and authority acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(4) The name signed purports to be that of a pledgee or other person having a security interest in the shares, a beneficial owner, or an attorney-in-fact or representative through mandate or procuration of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment.

(5) Two or more persons are the shareholder as co-owners, co-tenants, or fiduciaries and the name signed purports to be the name of at least one of them and the person signing appears to be acting on behalf of all of them.

C. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

D. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Section or R.S. 12:1-722(B) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

E. The corporation's acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Section is conclusive unless a shareholder objects timely to the acceptance or rejection of the item and, if the corporation rejects the objection, proves in a summary proceeding, commenced within ten days after the corporation's notice to the shareholder that it has rejected the objection, that the corporation's acceptance or rejection of the item was incorrect. A shareholder's objection is timely under this Subsection only if the objection is made before the end of the shareholders' meeting at which the acceptance or rejection of the item is given effect or, if the item is relevant to an action taken by shareholders without a meeting in accordance with R.S. 12:1-704, before the corporation incurs a legal obligation in good faith reliance on its acceptance or rejection of the item.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:235 — LA Code / Code revised-statutes / Title 12 / Section 235
Voting trusts
Status: in_force

A. Two or more shareholders of a corporation may, pursuant to an agreement in writing, transfer their shares to any one or more persons or corporations having authority to act as trustees, for the purpose of vesting in the transferees, as trustees, for a period not exceeding fifteen years and upon the terms and conditions stated in the agreement, all voting or other rights pertaining to such shares. The voting trust agreement may stipulate that the term of the agreement may be extended under the same terms and conditions for an additional period, not to exceed ten years from the date of expiration of the original agreement. When the original agreement contains such a stipulation, it shall provide for the manner, method, time and place for a meeting of all of the depositing shareholders to vote on the extension. At least a majority in interest of all depositing shareholders, and a larger percentage if stipulated, must vote for extension if the original agreement is to remain effective beyond its original expiration date.

B. Unless the agreement provides otherwise, any other shareholder may at any time transfer his shares to the same trustee or trustees upon the terms and conditions stated in the agreement, and thereupon shall be bound by, and shall have the benefits of, all of the provisions of the voting trust agreement.

C. The certificates of shares transferred to a trustee or trustees shall be surrendered and cancelled, and new certificates therefor issued in the name of the trustee or trustees. In the new certificates it shall appear that they are issued pursuant to the voting trust agreement. In the entry of transfer on the records of the corporation, it shall be noted that the transfer is made pursuant to the agreement.

D. The trustee or trustees shall execute and deliver voting trust certificates to the transferors. Such voting trust certificates shall be transferable in the same manner and with the same effect as certificates of stock under the provisions of Part II of Chapter 6 of this Title.

E. The trustee or trustees shall possess all voting and other rights pertaining to the shares so transferred and registered in his or their names, subject to the terms and conditions of, and for the period specified in, the agreement.

F. Unless otherwise provided in the agreement:

(1) The trustee or trustees may vote in person or by proxy;

(2) If there are two or more trustees, the manner of voting shall be determined as provided in R.S. 12:232(E);

(3) Vacancies among the trustees shall be filled by the remaining trustee or trustees;

(4) A trustee shall incur no responsibility as trustee except for his individual neglect or malfeasance.

G. The trustee or trustees shall keep at a place available to holders of voting trust certificates, correct and complete books and records of account relating to the trust, and a record containing the names and addresses of all persons who are holders of voting trust certificates, the number and class of shares represented by each certificate held by them, and the dates when they became the owners thereof. The record may be in written form or in any other form capable of being converted into written form within a reasonable time.

H. A duplicate of every voting trust agreement shall be filed in the office of the corporation, and it and the record of voting trust certificate holders shall be subject to the same right of inspection by a shareholder of record, or a holder of a voting trust certificate, in person or by agent or attorney, as are the records of the corporation under R.S. 12:223.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:130.1 — LA Code / Code revised-statutes / Title 12 / Section 130.1
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1991, No. 914, §1, eff. July 23, 199; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1436 — LA Code / Code revised-statutes / Title 12 / Section 1-1436
Judicial determination of fair value and payment terms for withdrawing shareholder's shares
Status: in_force

A.(1) If a shareholder's right to withdraw from a corporation is recognized by means of a notice of acceptance under R.S. 12:1-1435(E), but the notice does not create a contract under R.S. 12:1-1435(F), the corporation and shareholder shall have sixty days from the effective date of the notice of acceptance to negotiate the fair value of the shareholder's shares and the terms under which the corporation is to purchase the shares. Within one year after the expiration of the sixty-day period, either party may file an action against the other to determine the fair value of the shares and the terms for the purchase of the shares. Venue for the action 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.

(2) If neither party files an action to establish the fair value of the shares within the time period provided in this Subsection, then subject to the terms of any settlement reached between the parties, the effects of the earlier notices of withdrawal and acceptance under R.S. 12:1-1435 are terminated. The termination of the effects of the earlier notices does not affect the right of the shareholder to reassert the shareholder's right to withdraw through the filing of a new notice of withdrawal in accordance with R.S. 12:1-1435(D).

B. If a shareholder's right to withdraw from a corporation is recognized by a judgment in an action under R.S. 12:1-1435(G), the court shall stay the proceeding for a period of at least sixty days from the date that the judgment is rendered to allow the corporation and shareholder to negotiate the fair value and purchase terms for the withdrawing shareholder's shares, or other terms for the settlement of their dispute. After the stay expires or is lifted, either party may file a motion to have the court determine the fair value and terms for the purchase of the shares.

C. The court shall conduct the trial of the action under Subsection A of this Section or the motion under Subsection B of this Section by summary proceeding.

D. Except as provided in Subsection E of this Section, at the conclusion of the trial the court shall render final judgment as described in Paragraphs (1) and (2) of this Subsection:

(1) In favor of the shareholder and against the corporation for the fair value of the shareholder's shares.

(2) In favor of the corporation and against the shareholder that does both of the following:

(a) Terminates the shareholder's ownership of shares in the corporation.

(b) Orders the shareholder to deliver to the corporation within thirty days of the date of the judgment any certificate issued by the corporation for the shares or an affidavit by the shareholder that the certificate has been lost, stolen, destroyed, or previously delivered to the corporation.

E. If at the conclusion of the trial the court finds that the corporation has proved that its payment of the judgment rendered in accordance with Subsection D of this Section would violate a limitation or requirement as described in R.S. 12:1-1435(I) or cause undue harm to the corporation or its creditors, the court shall render a final judgment that, by itself or in conjunction with earlier orders or partial judgments of the court, provides relief as close in value and effect as feasible to that contemplated by Subsection D of this Section, but adjusted as necessary to avoid the relevant violation or undue harm.

F. If a withdrawing shareholder fails to deliver the certificate for a share covered by a judgment rendered as provided in Subsection D or E of this Section, and a third person presents the certificate to the corporation after the shareholder's ownership of the share is terminated by the judgment, the shareholder shall indemnify the corporation for any dilution in value imposed on other shareholders as a result of the corporation's obligation to recognize the person presenting the certificate as the owner of the shares represented by the certificate.

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. § 12:1087 — LA Code / Code revised-statutes / Title 12 / Section 1087
Professional corporation
Status: in_force

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

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1-940 — LA Code / Code revised-statutes / Title 12 / Section 1-940
Foreign nonprofit domestication and conversion
Status: in_force

A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:61 — LA Code / Code revised-statutes / Title 12 / Section 61
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Added by Acts 1970, No. 50, §3, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:307.1 — LA Code / Code revised-statutes / Title 12 / Section 307.1
Certificate of correction by a foreign corporation
Status: in_force

Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction. The secretary of state may prescribe and furnish forms for filing the certificate of correction. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form. A certificate of correction shall be executed in the name of the corporation by any officer authorized by resolution or consent of the board of directors and shall be acknowledged by the person who signed it or may be executed by authentic act.

Acts 1985, No. 268, §1; Acts 1997, No. 299, §1; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:430.2 — LA Code / Code revised-statutes / Title 12 / Section 430.2
Reporting on broadband high-speed internet access
Status: in_force

On March 1, 2021, and every March thereafter, each cooperative, or the statewide or trade association of each cooperative, shall submit a written report to the Senate Committee on Commerce, Consumer Protection and International Affairs and the House Committee on Commerce regarding any impediments to providing broadband high-speed internet access to rural residents. The information in the report shall include, at a minimum, the number of broadband affiliates and broadband service providers who have requested to use a cooperative's electric delivery system and the number of broadband operators, including any broadband affiliate, who have accessed a cooperative's electric delivery system to deploy broadband to rural residents in the state.

Acts 2020, 1 st Ex. Sess., No. 16, §1, eff. July 13, 2020.
La. Rev. Stat. § 12:463 — LA Code / Code revised-statutes / Title 12 / Section 463
Contracts and agreements with other associations
Status: in_force

Any association, upon resolution adopted by its board of directors, may enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other similar corporation or association, formed in this or any other state, for the co-operative or more economical carrying on of its business, or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using, or may employ and use, separately the same personnel, methods, means and agencies for carrying on and conducting their respective businesses.

Renumbered from R.S.1950, §12:373 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-842 — LA Code / Code revised-statutes / Title 12 / Section 1-842
Standards of conduct for officers
Status: in_force

A. An officer, when performing in such capacity, has the duty to act in all of the following manners:

(1) In good faith.

(2) With the care that a person in a like position would reasonably exercise under similar circumstances.

(3) In a manner the officer reasonably believes to be in the best interests of the corporation.

B. [Reserved.]

C. In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:

(1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.

(2) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.

D. An officer 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 an officer, if the duties of the office are performed in compliance with this Section. Whether an officer who does not comply with this Section shall have liability will depend in such instance on applicable law, including those principles of R.S. 12:1-831 that have relevance.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:427 — LA Code / Code revised-statutes / Title 12 / Section 427
Securities law exemption
Status: in_force

The provisions of Part X of Chapter 2 of Title 51 shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative pursuant to this Part to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, or to any mortgage or deed of trust executed to secure the same. The provisions of said Part shall not apply to the issuance of membership certificates by any cooperative.

Renumbered from R.S.1950, §12:327 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 14, §2.
La. Rev. Stat. § 12:1-705 — LA Code / Code revised-statutes / Title 12 / Section 1-705
Notice of meeting
Status: in_force

A. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this Chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

B. Unless this Chapter or the articles of incorporation require otherwise, both of the following shall apply:

(1) Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(2) If a notice of an annual meeting does include a description of one or more purposes, the meeting is not limited to those purposes.

C. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

D. If not otherwise fixed under R.S. 12:1-703 or 1-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice to shareholders is effective.

E. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under R.S. 12:1-707, however, notice of the adjourned meeting must be given under this Section to persons who are shareholders as of the new record date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1859 — LA Code / Code revised-statutes / Title 12 / Section 1859
Licensing of agents; claims against insurance agents
Status: in_force

A. Any person soliciting membership for the fund shall be licensed by the department as a property and casualty insurance producer pursuant to R.S. 22:1541 et seq. No employee of the fund, religious denomination, or association of nonprofit religious organizations shall be required to be licensed as an agent if the solicitation of membership for the fund is not the primary duty of the employee.

B. No action shall lie against an insurance producer or other person involved in the marketing, selling, or solicitation of participation in the fund for claims arising out of the insolvency of the fund or the inability of the fund to pay claims as they become due unless the claimant first exhausts all remedies available to him against the members of the fund as provided by this Chapter.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1142 — LA Code / Code revised-statutes / Title 12 / Section 1142
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional psychology 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 1980, No. 523, §1.
La. Rev. Stat. § 12:1864 — LA Code / Code revised-statutes / Title 12 / Section 1864
Examination reports
Status: in_force

A. All examination reports shall be comprised only of facts appearing upon the books, records, or other documents of the group self-insurance fund or as ascertained from the testimony of its officers or agents or other persons examined concerning its affairs, and any conclusions and recommendations the examiners find reasonably warranted from the facts. The department shall keep confidential all documents and records associated with the provisions of this Section.

B. Not later than sixty days following completion of the examination, the examiner in charge shall file with the department a verified written report of examination under oath. Upon receipt of the verified report, the department shall transmit the report to the fund examined, together with a notice which shall afford the fund examined a reasonable opportunity of not more than thirty days to make a written submission or rebuttal with respect to any matters contained in the examination report.

C. Within thirty days of the end of the period allowed for the receipt of written submissions or rebuttals, the department shall fully consider and review the report, together with any written submissions or rebuttals and any relevant portions of the examiner's work papers, and enter an order for one of the following:

(1) Adoption of the examination report as filed or with modifications or corrections. If the examination report reveals that the group self-insurance fund is operating in violation of any law, rule, regulation, or prior order or directive of the department, the department may order the fund to take any action the department determines is necessary and appropriate to cure the violation.

(2) Rejection of the examination report with direction to the examiners to reopen the examination for purposes of obtaining additional documentation, data, information, and testimony.

D. Within thirty days of rejection by the department of an examination report in accordance with Paragraph (C)(2) of this Section, unless the department extends the time for reasonable cause, the examiner in charge shall refile with the department a verified written report of examination, as may be modified or corrected, under oath. Upon receipt of the refiled verified report, the department shall transmit the refiled report to the fund examined, together with a notice similar to the notice provided for in Subsection B of this Section, except the notice shall indicate that the report is a refiled report.

E. Within thirty days of the end of the period allowed for the receipt of written submissions or rebuttals, as provided for in Subsections B and D of this Section, the department shall fully consider and review the refiled report, together with any written submissions or rebuttals and any relevant portions of the work papers of the examiner, and enter an order for one of the following:

(1) Adoption of the examination report as refiled or with modification or corrections. If the refiled examination report reveals that the group self-insurance fund is operating in violation of any law, rule, regulation, or prior order or directive of the department, the department may order the fund to take any action the department considers necessary and appropriate to cure the violation.

(2) Rejection of the examination report and referral of the matter for hearing before an administrative law judge within the division of administrative law in accordance with the provisions of the Administrative Procedure Act, for purposes of obtaining additional documentation, data, information, and testimony.

F. All orders entered pursuant to Paragraph (C)(1) or (E)(1) of this Section shall be accompanied by findings and conclusions resulting from consideration by the department and review of the examination report, relevant examiner work papers, and any written submissions or rebuttals. Any order shall be served upon the fund by certified mail, together with a copy of the adopted examination report. Within thirty days of the issuance of the adopted report, the trustees of the group self-insurance fund shall state, under oath, that they have received a copy of the adopted report and related orders.

G. Within thirty days after receipt of notification of the department's order pursuant to Subsection F of this Section, the fund may make written demand for an administrative law hearing in accordance with the provisions of the Administrative Procedure Act.

H.(1) At the conclusion of a hearing initiated pursuant to Subsection G of this Section, the administrative law judge shall enter an order adopting the examination report as filed, or subsequently filed again with modifications or corrections, and may order the fund to take any action that the department considers necessary and appropriate to cure any violation of any law, regulation, or prior order or directive of the department.

(2) The division of administrative law shall issue the order within thirty days after the conclusion of the hearing and shall give a copy of the order to each person to whom notice of the hearing was given or required to be given.

I.(1) Upon the adoption of the examination report prescribed in Paragraph (C)(1) or (E)(1) or Subsection H of this Section, the department shall continue to hold the content of the examination report as private and confidential information for a period not to exceed thirty consecutive days, unless the provisions of R.S. 12:1863(C) and Subsection B of this Section apply. Thereafter, the department may open the report for public inspection provided no court of competent jurisdiction has stayed its publication.

(2) Notwithstanding any provision of law to the contrary, nothing shall prevent or be construed to prohibit the department from disclosing the content of an examination report, a preliminary examination report or results, or any matter relating thereto, to another office of the department or to the insurance department of any other state or country, or to law enforcement officials of this or any other state or agency of the federal government at any time, provided the agency or office receiving the report or matters relating thereto agrees, in writing, to hold it confidential and in a manner consistent with this Chapter.

(3) If the department determines that regulatory action is appropriate as a result of any examination, it may initiate any proceedings or actions as provided by law.

J. All work papers, recorded information, and documents, as well as all copies thereof produced by, obtained by, or disclosed to the department, or any other person, in the course of an examination made pursuant to this Chapter, or in accordance with the authority of the commissioner pursuant to this Chapter, shall be given confidential treatment and are not subject to subpoena and may not be made public by the department or any other person, unless the provisions of R.S. 12:1863(C) and Subsection I of this Section apply. The parties shall agree, in writing prior to receiving the information, to provide to it the same confidential treatment as required by this Section, unless the prior written consent of the fund has been obtained.

K.(1) No examiner may be appointed by the department if that examiner, either directly or indirectly, has a conflict of interest or is affiliated with the management of or owns a pecuniary interest in any person or entity subject to examination pursuant to this Chapter.

(2) Notwithstanding the requirements of this Section, the department may retain from time to time, on an individual basis, qualified actuaries, certified public accountants, or other similar individuals who are independently practicing their professions, even though those persons may from time to time be similarly employed or retained by persons subject to examination pursuant to this Chapter.

L.(1) No cause of action shall arise nor shall any liability be imposed against the department, the authorized representative of the department, or any examiner appointed by the department for any statement made or conduct performed in good faith while carrying out the provisions of this Chapter.

(2) No cause of action shall arise nor shall any liability be imposed against any person for the act of communicating or delivering information or data to the department, or the authorized representative of the department, or an examiner, as part of an examination made pursuant to this Chapter, if that act of communication or delivery was performed in good faith and without fraudulent intent or the intent to deceive.

M.(1) In addition to those examinations performed pursuant to R.S. 12:1863, the department shall conduct financial reviews of the group self-insurance fund. The reviews shall include the audited financial statements of the group self-insurance fund rendered pursuant to generally acceptable accounting principles, results of prior examinations and office reviews, management changes, consumer complaints, and any other relevant information as from time to time may be required by the department.

(2) Failure by the group self-insurance fund to supply information requested by the department during the course of a financial review shall subject the group self-insurance fund to revocation or suspension of its license or a fine not to exceed ten thousand dollars per occurrence.

(3) All work papers, recorded information, and documents as well as all copies thereof produced by, obtained by, or disclosed to the department or any other person in the course of conducting a financial review, shall be given confidential treatment and are not subject to subpoena and may not be made public by the department or any other person, except that any access may be granted to insurance departments of other states; international, federal, or state law enforcement agencies; or international, federal, or state regulatory agencies with statutory oversight over the financial services industry, if the recipient agrees to maintain the confidentiality of those documents which are confidential under the laws of this state.

(4) In conducting financial reviews, the examiner or examiners shall observe those guidelines and procedures as the department may deem appropriate.

(5) Nothing contained in this Chapter shall be construed to limit the department's authority to use any final or preliminary analysis findings, any department or fund work papers or other documents, or any other information discovered or developed during the course of any analysis in the furtherance of any legal or regulatory action.

(6) The group self-insurance fund against whom a fine has been levied shall be given ten days' notice of imposition of the fine. Upon receipt of this notice, the aggrieved party may apply for and is entitled to an administrative hearing pursuant to the Administrative Procedure Act.

N. The provisions of this Section shall not be construed to prohibit the legislative auditor from reviewing records and conducting an audit in accordance with R.S. 24:513.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:204 — LA Code / Code revised-statutes / Title 12 / Section 204
Corporate name
Status: in_force

A. The corporate name may be in any language, but expressed in English letters or characters. The corporate name shall not imply that the corporation is an administrative agency of this state, or any of its political subdivisions, or of the United States. It shall not contain words or phrases that consist of or comprise immoral, deceptive, or scandalous matter. It shall not contain the words "bank", "banking", "banker", "savings", "trust", "deposit", "insurance", "mutual", "assurance", "indemnity", "casualty", "fiduciary", "homestead", "building and loan", "surety", "security", "guarantee", "cooperative", "state", "parish", "redevelopment corporation", "electric cooperative", or "credit union". It shall not contain the phrase "doing business as" or any abbreviation of that phrase, such as "d/b/a".

B. As used in this Subsection, the term "corporation" includes nonprofit corporations, business corporations, foreign corporations, and partnerships. The corporate name shall be distinguishable from a name reserved pursuant to R.S. 12:1-402(A) and shall be distinguishable upon the records of the secretary of state from the name of any other corporation, limited liability company, partnership, or trade name registered with the secretary of state unless any of the following Paragraphs apply:

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

(2) The other corporation has theretofore been authorized to do business in this state for more than two years, and has never actively engaged in business in this state. The failure of a business or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state for such period.

(3) The other corporation has failed to pay the corporate franchise tax or taxes due by it to the state for the preceding five consecutive years.

(4) The other corporation, if a foreign corporation, is not authorized to do business in this state.

(5) The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practices, nor derogate from the principles of law or the statutes of this state or of the United States, with respect to the right to acquire and to protect trade names.

D. The assumption of a name in violation of this Section shall not affect or vitiate the corporate existence. The court having jurisdiction may, upon the application of the state, or any affected or interested person or association, enjoin such corporation from doing business under a name assumed in violation of this Section.

E.(1) A corporation shall have the exclusive use of its name and emblem. No person, corporation, or organization may use a name or emblem nondistinguishable from one adopted by a corporation.

(2) If two nonprofit corporations or organizations have adopted names or emblems substantially similar, the organization which was first incorporated, whether in this state or elsewhere, shall have prior and exclusive use of the name or emblem adopted by it. If any organization or the members thereof are infringing or about to infringe upon the name or emblem of a nonprofit corporation, such corporation may obtain injunctive relief in the court of proper jurisdiction.

(3) If the name or emblem used by an organization or its members is nondistinguishable from a name or emblem the exclusive use of which is reserved to a nonprofit corporation, injunctive relief shall be granted without necessity of proof that any person in fact has been misled or deceived.

F. If the corporation seeking the issuance of a certificate of incorporation in this state includes in its name the word "engineer", "engineering", "surveyor", "surveying", or any derivative thereof, the secretary of state shall require, prior to the issuance of the certificate of incorporation, evidence satisfactory to him that written notice of such application for a certificate of incorporation 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 incorporation. 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.

G.(1) A person may reserve a specified name for a nonprofit corporation by filing a signed application with the secretary of state.

(2) If the secretary of state finds that the name is available for use by a nonprofit corporation, he shall reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.

(3) The exclusive right to use a reserved name may be transferred to another person or nonprofit corporation by filing with the secretary of state a notice of the transfer that specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.

(4) The owner of the reserved name may terminate the reservation by delivering to the secretary of state a signed notice of termination.

Acts 1968, No. 105, §1. Amended by Acts 1975, No. 650, §2. Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2015, No. 398, §2, eff. Oct. 5, 2015; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2022, No. 193, §2.
La. Rev. Stat. § 12:1-730 — LA Code / Code revised-statutes / Title 12 / Section 1-730
Voting trusts
Status: in_force

A. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

B. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name.

C. Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. The duration of a voting trust that became effective before January 1, 2015, may not exceed fifteen years, but may stipulate that it may be extended under the same terms and conditions for an additional period not to exceed ten years from the date of the expiration of the initial term. The limitation imposed by this Subsection on the duration of a voting trust that became effective before January 1, 2015, may be modified or eliminated by unanimous agreement of the parties to the voting trust.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-809 — LA Code / Code revised-statutes / Title 12 / Section 1-809
[Reserved].
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1053 — LA Code / Code revised-statutes / Title 12 / Section 1053
The corporate name
Status: in_force

The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor chiropractic partnership, may include "Limited" or "Ltd.", shall end with one of the phrases (which may be in parentheses) "A Professional Chiropractic Corporation", or "A Professional Corporation."

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1021 — LA Code / Code revised-statutes / Title 12 / Section 1021
Officers and agents
Status: in_force

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

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

Added by Acts 1970, No. 191, §1. Amended by Acts 1979, No. 510, §3; Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
La. Rev. Stat. § 12:1059 — LA Code / Code revised-statutes / Title 12 / Section 1059
Shareholders' agreements
Status: in_force

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

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1-621 — LA Code / Code revised-statutes / Title 12 / Section 1-621
Issuance of shares
Status: in_force

A. The powers granted in this Section to the board of directors may be reserved to the shareholders by the articles of incorporation.

B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

C. Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

D. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

E. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.

F.(1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if both of the following conditions are satisfied:

(a) The shares, other securities, or rights are issued for consideration other than cash or cash equivalents.

(b) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.

(2) In this Subsection, both of the following shall apply:

(a) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of the following:

(i) The voting power of the shares to be issued.

(ii) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.

(b) A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1084 — LA Code / Code revised-statutes / Title 12 / Section 1084
Regulation by Louisiana State Board of Nursing
Status: in_force

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

Added by Acts 1977, No. 730, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
La. Rev. Stat. § 12:203 — LA Code / Code revised-statutes / Title 12 / Section 203
Articles of incorporation
Status: in_force

A. The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by one of the persons who signed the articles, or may instead be executed by authentic act.

B. The articles shall set forth:

(1) The name of the corporation.

(2) In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations may be formed under this Chapter.

(3) The duration of the corporation, if other than perpetual.

(4) That it is a nonprofit corporation.

(5) The location and address of its registered office, not a post office box only.

(6) The full name and address of each registered agent, not a post office box only.

(7) The full name and address of each incorporator.

(8) The names, addresses, and terms of office of the initial directors, not a post office box only.

(9) Whether the corporation is to be organized on a stock basis or a non-stock basis, or both.

(10) If organized in whole or in part on a stock basis.

(a) The aggregate number of shares which the corporation shall have authority to issue.

(b) If the shares are to consist of one class only, the par value of each share, or a statement that all of the shares are without par value.

(c) If the shares are to be divided into classes or series, the number of shares of each class or series; the par value of the shares of each class or series, or a statement that such shares are without par value; the designation of each class or series; and a statement of the preferences, limitations and relative rights of the shares of each class, and of the variations therein as between series.

(11) If organized in whole or in part on a non-stock basis:

(a) The qualifications of its members.

(b) The different classes of membership, if any.

(c) The designations, voting powers, and other rights or privileges, restrictions or limitations, granted to or imposed upon the members of each class.

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

C. The articles may also contain any of the following:

(1) Provisions dealing generally with the authorized number and qualifications of the shareholders and members, the property rights, basis of voting and other rights and privileges of the shareholders and members, the liability of the shareholders and members for dues or assessments and the methods of collection thereof, and any other lawful provision desired for the regulation of the affairs of the corporation.

(2) A provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision does not eliminate or limit the liability of a director or officer for any of the following:

(a) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.

(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

(c) Liability pursuant to the provisions of R.S. 12:226(D).

(d) Any transaction from which the director or officer derived an improper personal benefit.

(3) Provisions regarding any of the following:

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

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

(4) Any provision for which this Chapter requires or permits to be set forth in the bylaws.

(5)(a) 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 entitled shareholders within a reasonable time 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 provide delivery of the certificates for the shares to such shareholders, shall 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 therefor 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:

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

(ii) 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 had such reversion not occurred.

(b) The "reasonable time" as stated in Subparagraph (a) of this Paragraph means a period of time not less than one year.

D. The articles of every corporation heretofore formed, unless they contain a provision enlarging, limiting or denying the preemptive right of shareholders, shall be deemed to provide that "Shareholders shall have preemptive rights".

Acts 1968, No. 105, §1; Acts 1970, No. 50, §14, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1990, No. 745, §2; Acts 1997, No. 291, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:902 — LA Code / Code revised-statutes / Title 12 / Section 902
Professional corporations
Status: in_force

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

Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:447 — LA Code / Code revised-statutes / Title 12 / Section 447
Members
Status: in_force

A. Under the terms and conditions prescribed by its bylaws, an association may admit as members, or issue common stock or certificates of membership to such persons as are engaged in the business of catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, shipping, or utilization of seafood products, skins and furs, or the byproducts thereof, to be handled by or through the association. Certificates of membership issued by a nonstock association shall not be transferrable, and no person shall acquire common stock by operation of law or otherwise, except as provided herein.

B. If a member of a non-stock association is other than a natural person, such member may be represented by any individual, associate, officer, manager or member thereof, duly authorized in writing.

C. An association organized hereunder may become a member or stockholder of any other association organized hereunder.

Renumbered from R.S.1950, §12:357 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
La. Rev. Stat. § 12:1-121 — LA Code / Code revised-statutes / Title 12 / Section 1-121
Forms
Status: in_force

A.(1) The secretary of state may prescribe and furnish on request forms for any of the following:

(a) An application for a certificate of existence and standing.

(b) A foreign corporation's application for a certificate of authority to do business in this state.

(c) A foreign corporation's application for a certificate of withdrawal.

(d) The annual report.

(2) If the secretary of state so requires, use of these forms is mandatory.

B. The secretary of state may prescribe and furnish forms for other documents required or permitted to be filed by this Chapter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-920 — LA Code / Code revised-statutes / Title 12 / Section 1-920
Domestication
Status: in_force

A. A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation.

B. A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this Subpart.

C. The plan of domestication must include all of the following:

(1) A statement of the jurisdiction in which the corporation is to be domesticated.

(2) The terms and conditions of the domestication.

(3) The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.

(4) Any desired amendments to the articles of incorporation of the corporation following its domestication.

D. The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following:

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

(2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by R.S. 12:1-1005 or by comparable provisions of the laws of the other jurisdiction.

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

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

F. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-708 — LA Code / Code revised-statutes / Title 12 / Section 1-708
Conduct of the meeting
Status: in_force

A. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.

B. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

C. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

D. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes thereto may be accepted.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:257 — LA Code / Code revised-statutes / Title 12 / Section 257
Termination of proceedings for dissolution
Status: in_force

A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.

B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.

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

(3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.

C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.

D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.

Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:508 — LA Code / Code revised-statutes / Title 12 / Section 508
Effect of judgment or order
Status: in_force

A judgment or order against an unincorporated association is not by itself a judgment or order against a member or a person authorized to participate in the management of the affairs of the unincorporated association.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1-701 — LA Code / Code revised-statutes / Title 12 / Section 1-701
Annual meeting
Status: in_force

A. Unless directors are elected by written consent in lieu of an annual meeting as permitted by R.S. 12:1-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws or, if not so stated or fixed, as stated or fixed in accordance with a resolution of the board of directors. If a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to R.S. 12:1-728, directors may not be elected by written consent unless the written consent is unanimous.

B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, if not so stated or fixed, as stated or fixed in accordance with a resolution of the board of directors. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

C. The failure to hold an annual meeting at the time stated in or fixed in accordance with Subsection A of this Section does not affect the validity of any corporate action.

D. If no annual shareholders' meeting is held for a period of eighteen months, and directors are not elected by written consent in lieu of an annual meeting during that period, any shareholder may by notice to the secretary demand that the secretary call such a meeting, to be held at the corporation's principal office or, if none in this state, at its registered office. The secretary shall call the meeting and shall provide notice of the meeting as required by R.S. 12:1-705 within thirty days after the notice to the secretary of the shareholder's demand for the meeting.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:42 — LA Code / Code revised-statutes / Title 12 / Section 42
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. § 12:1-747 — LA Code / Code revised-statutes / Title 12 / Section 1-747
Applicability to foreign corporations
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this Subpart shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for R.S. 12: 1-743, 1-745, and 1-746.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-702 — LA Code / Code revised-statutes / Title 12 / Section 1-702
Special meeting
Status: in_force

A. A corporation shall hold a special meeting of shareholders upon either of the following:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.

(2) If the shareholders holding at least ten percent of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

B. If not otherwise fixed under R.S. 12:1-703 or 1-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

C. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, if not so stated or fixed, at the place stated in or fixed in accordance with a resolution of the board of directors. If no place is stated or fixed in accordance with the bylaws or a resolution of the board of directors, special meetings shall be held at the corporation's principal office.

D. Only business within the purpose or purposes described in the meeting notice required by R.S. 12:1-705(C) may be conducted at a special shareholders' meeting.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-933 — LA Code / Code revised-statutes / Title 12 / Section 1-933
Surrender of charter upon foreign nonprofit conversion
Status: in_force

A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following:

(1) The name of the corporation.

(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation.

(3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the articles of incorporation.

(4) The corporation's new jurisdiction of incorporation.

B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect at the effective time provided in R.S. 12:1-123.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1052 — LA Code / Code revised-statutes / Title 12 / Section 1052
Professional corporations
Status: in_force

One or more natural persons, of full age and duly licensed to practice chiropractic in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing chiropractic. 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 provision of this Chapter.

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1315 — LA Code / Code revised-statutes / Title 12 / Section 1315
Limitation of liability and indemnification of members and managers
Status: in_force

A. Subject to Subsection B of this Section, the articles of organization or a written operating agreement may:

(1) Eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314.

(2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.

B. No provision permitted under Subsection A shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:264 — LA Code / Code revised-statutes / Title 12 / Section 264
Penalties
Status: in_force

A. If any corporation, or officer, director or agent of a corporation, should violate any of the provisions of subsection D of R.S. 12:205 or subsection A or D of R.S. 12:223, it or he shall be fined not more than one hundred dollars for each violation, recoverable in an action brought by the District Attorney of the parish in which the corporation's registered office is located.

B. Any corporation, or any officer or agent thereof, which or who shall in bad faith refuse to permit the exercise of inspection rights pursuant to R.S. 12:223(C), shall be liable to the member or members seeking to exercise such rights to the extent of the costs and expenses of any proceeding necessary to enforce such inspection rights, and for any other damages actually sustained by such member or members.

C. Any corporation, or officer, director or member thereof, which or who attempts to exercise any corporate power, privilege or franchise after annulment, vacation or forfeiture of the corporation's articles and franchise pursuant to the provisions of R.S. 12:262, shall pay for each such attempt a penalty of not less than one hundred dollars nor more than one thousand dollars, recoverable in a civil action by the Secretary of State.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1811 — LA Code / Code revised-statutes / Title 12 / Section 1811
Corporate purposes
Status: in_force

A. A benefit corporation shall have a purpose of creating a general public benefit. This purpose is in addition to its purpose as described in R.S. 12:1-201 et seq.

B. The articles of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under R.S. 12:1-201 et seq. and Subsection A of this Section. The identification of a specific public benefit under this Subsection shall not limit the obligation of a benefit corporation under Subsection A of this Section.

C. The creation of a general public benefit and specific public benefit under Subsections A and B of this Section is in the best interests of the benefit corporation.

D. A benefit corporation may amend its articles to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment shall be adopted by at least the minimum vote.

E. A professional corporation that is a benefit corporation shall not be deemed in violation of R.S. 12:804, 904, 984, 1054, 1074, 1089, 1113, 1133, 1154, 1193, or 1403 by having the purpose to create general public benefit or a specific public benefit.

Acts 2012, No. 442, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:1-620 — LA Code / Code revised-statutes / Title 12 / Section 1-620
Subscription for shares before incorporation
Status: in_force

A. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

B. The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

C. Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

D. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.

E. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to R.S. 12:1-621.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.