La. Rev. Stat. § 12:959 — LA Code / Code revised-statutes / Title 12 / Section 959
Officers; board of directors; responsibility for losses
Status: in_force

A.(1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other such officers and agents as the corporation by its bylaws shall authorize.

(2) The board of directors shall consist of not less than fifteen nor more than twenty-one directors, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those conferred by law or by the bylaws of the corporation upon the stockholders or members and it shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as provided in this Subsection. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within ninety days after the approval of the articles of incorporation at a special meeting as provided in this Subsection.

(3) At each annual meeting or at each special meeting held as provided in this Subsection, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

B. Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.

Acts 1969, No. 49, §9; Acts 2003, No. 292, §1.
La. Rev. Stat. § 12:506 — LA Code / Code revised-statutes / Title 12 / Section 506
Liability in tort and contract
Status: in_force

A. An unincorporated association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.

B. A person is not liable for a breach of an unincorporated association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the unincorporated association, is a person considered to be a member by the unincorporated association or made the contract or incurred the obligation on behalf of the unincorporated association, if the fact that the person was acting for the unincorporated association was disclosed to, known by or reasonably should have been known by the other party to the contract or to the party owed performance.

C. A person is not liable for a tortious act or omission for which an unincorporated association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the unincorporated association, or is a person considered to be a member by the unincorporated association.

D. A tortious act or omission of a member or other person for which an unincorporated association is liable is not imputed to a person merely because the person is a member of the unincorporated association, is authorized to participate in the management of the affairs of the unincorporated association, or is a person considered to be a member by the unincorporated association.

E. A member of, or a person considered to be a member by, an unincorporated association may assert a claim against the unincorporated association. An unincorporated association may assert a claim against a member or a person considered to be a member by the unincorporated association.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:229 — LA Code / Code revised-statutes / Title 12 / Section 229
Meetings of members
Status: in_force

A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in this state at the registered office of the corporation.

B. The articles or by-laws may provide for the number and time of meetings of members, but at least one meeting of the members shall be held in each calendar year for the election of directors, the time for which shall be fixed in the articles or by-laws. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. If the annual meeting has not been called and held within six months after the designated time, the meeting may be called by any ten members, or by any member or members holding five per cent or more of the voting power.

C. Special meetings of the members may be called at any time by the president, the board of directors or any person so authorized in the articles or by-laws. At any time, upon written request of any person entitled to call a special meeting, the secretary shall call a special meeting of the members to be held at the time which the secretary fixes, not less than ten or more than sixty days after the receipt of the request. If the secretary neglects or refuses to issue the call, the person making the request may do so.

D. At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the number and class of shares held by each shareholder, and the class of membership held by each other member, on the record date for the meeting, shall be produced on the request of any member. This list shall be prima facie evidence of its contents, and of the right of the members listed therein to vote.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-932 — LA Code / Code revised-statutes / Title 12 / Section 1-932
Articles of nonprofit conversion
Status: in_force

A. After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this Subpart, articles of nonprofit conversion shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth both of the following:

(1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of the Nonprofit Corporation Law, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the Nonprofit Corporation Law.

(2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.

B. The articles of nonprofit conversion shall either contain all of the provisions that the Nonprofit Corporation Law requires to be set forth in articles of incorporation of a domestic nonprofit corporation and any other desired provisions permitted by the Nonprofit Corporation Law, or shall have attached articles of incorporation that satisfy the requirements of the Nonprofit Corporation Law. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted.

C. The articles of nonprofit conversion shall be delivered to the secretary of state for filing, and 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. § 12:1-628 — LA Code / Code revised-statutes / Title 12 / Section 1-628
Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

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

As used in this Part:

A. "Cooperative" means a corporation organized under this Part and a corporation which becomes subject to this Part in the manner hereinafter provided.

B. "Member" means each incorporator of a cooperative and each person admitted to and retaining membership therein, and shall include a husband and wife admitted to joint membership.

C. "Person" includes any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic.

Renumbered from R.S.1950, §12:302 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:512 — LA Code / Code revised-statutes / Title 12 / Section 512
Dissolution of unincorporated association
Status: in_force

An unincorporated association may be involuntarily dissolved and liquidated subject to supervision by the court, under the circumstances set forth in this Chapter.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:1096 — LA Code / Code revised-statutes / Title 12 / Section 1096
Officers
Status: in_force

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

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1098 — LA Code / Code revised-statutes / Title 12 / Section 1098
Merger and consolidation
Status: in_force

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

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1855 — LA Code / Code revised-statutes / Title 12 / Section 1855
Agreement to pool liabilities; initial financial requirements
Status: in_force

A.(1) Any arrangement authorized pursuant to this Chapter shall not be deemed to be an insurer or insurance and shall not be subject to the Louisiana Insurance Code unless specifically referenced in this Chapter. The members of the arrangement shall not be insurers or be subject to the Louisiana Insurance Code.

(2) An agreement to pool liabilities pursuant to this Chapter shall be set forth in an indemnity agreement signed by the members and fund representatives acknowledging and agreeing to the assumption of the liabilities as set forth in this Chapter.

(3) The arrangement shall not be considered a member insurer of the Louisiana Insurance Guaranty Association, nor shall the Louisiana Insurance Guaranty Association be liable for any claim, or increments of any claim, made against the arrangement.

(4) The arrangement may include establishment of a trust fund and shall be for the purpose of serving as the group self-insurance fund for participating Louisiana churches and nonprofit religious organizations, and such arrangement shall be governed by a board of trustees.

(5)(a) The arrangement shall be domiciled in this state. All books, records, documents, accounts, and vouchers of the arrangement shall be kept in a manner that its financial condition, affairs, and operations can be ascertained so that financial statements filed with the department are readily verified and determined whether to be in compliance. Any or all books, records, documents, original indemnity agreements, accounts, and vouchers may be photographed or reproduced on film. Any photographs, microphotographs, optical imaging, or film reproductions of any original books, records, documents, original indemnity agreements, accounts, and vouchers shall for all purposes, including but not limited to admission into evidence in any court or adjudicatory proceeding, be considered the same as the originals, and a transcript, exemplification, or certified copy of any photograph, microphotograph, optical imaging, or film reproduction shall be deemed to be a transcript, exemplification, or certified original. Any original considered reproduced may thereafter be disposed of or destroyed, as provided for in Subparagraph (b) of this Paragraph, provided provisions are made for preserving and examining the reproduction.

(b) Except as otherwise provided in Subparagraph (a) of this Paragraph, original books, records, documents, accounts, and vouchers, or reproductions thereof, shall be preserved and kept in this state for the purpose of examination and until the authority to destroy or otherwise dispose of the records is secured from the department. All original records or certified reproductions shall be maintained for the period commencing on the first day following the last period examined by the department through the subsequent examination period, or five years, whichever is longer, except that any original or certified reproduction in which the member agrees to or acknowledges the members' solidary liability for liabilities of the fund shall be permanently maintained.

(6)(a) In order to maintain financial stability in the fund, the department shall, at times that necessitate, require two or more members of the fund to maintain a minimum combined net worth of one million dollars and a current assets to current liabilities ratio of at least one-to-one.

(b) After the fund has been operating for three years and has a total surplus of three million dollars, the department may waive the requirements of Subparagraph (a) of this Paragraph.

(7)(a) To maintain the financial stability of the fund, the fund shall assess each member an amount which equals to a certain percentage of the premium dollars owed by the member, and the percentage paid shall be known as a reserve payment. The percentage amount to be paid by all members shall be approved by the department.

(b) All reserve payments shall be deposited into a separate account known as the reserve account and shall be maintained at all times while the fund is in operation. No payment may be paid out of the reserve account unless approved by the department.

B.(1) The fund shall submit to the department an application, on an application form prescribed and furnished by the department, for authority to act as a group self-insurance fund for property coverage. Each application shall include evidence of the fund's inception, which establishes financial strength and liquidity of the members to pay claims promptly and support the financial ability of the fund to satisfy its obligations upon the establishment of the fund, including all of the following:

(a) Financial statements, dated not less than one year prior to the application, audited by an independent certified public accountant, showing at the inception of the fund a combined net worth of those members of not less than the amount required by Subsection A of this Section. In lieu of an audited financial statement, the department may require that the fund submit necessary financial documents in a form and manner approved by the department to verify the combined net worth of those members or principals as required in Subsection A of this Section.

(b) Current financial documents of all other members dated not less than one year prior to the application.

(c) Schedules of the entire membership showing the following items:

(i) The ratio of current assets to current liabilities of all members combined to be greater than one-to-one.

(ii) The working capital of all members combined to be of an amount establishing the financial strength and liquidity of the members to pay claims promptly.

(iii) The net worth of all members combined to be not less than the amount required by Subsection A of this Section.

(d) Other financial information and documents as required by the department.

(2) The application shall be in writing, on a form provided by the department, and shall comply with all of the following:

(a) Applications shall be submitted to the department at least ninety days prior to the effective date of the establishment of a fund. Any application submitted with fewer than ninety days remaining before the desired effective date, or which does not contain answers to all questions, or which is not sworn to and subscribed before a notary public, or which does not contain all required documents, statements, reports, and required information, may be returned without review by the department.

(b) All applications shall be accompanied by the following items:

(i) The properly completed indemnity agreement in a form acceptable to the department pursuant to Paragraph (A)(2) of this Section.

(ii) Security as required by this Chapter.

(iii) Copies of acceptable excess insurance or reinsurance, as required by this Chapter. All excess insurance or reinsurance shall be approved by the department prior to use.

(iv) A bond covering each third-party administrator as provided by this Chapter. If the fund employs its own administrator, the fund shall be required to purchase a bond, errors and omissions insurance, directors' and officers' liability insurance, or other security approved by the department for the administration of the fund.

(v) A certification from a designated depository attesting to the amount of monies on hand.

(vi) Copies of fund bylaws and any trust agreement or other governance documents.

(vii) Individual application of each member of the fund applying for membership in the fund on the effective date of the fund and copies of each member's executed indemnity agreements.

(viii) Evidence of financial strength and liquidity of the members dated as of the date of the filing of the application to satisfy the financial strength and liquidity requirements of this Chapter.

(ix) Proof that the fund shall have the minimum annual earned normal premium required by this Chapter.

(x) The current annual report or financial statement of any casualty insurance company providing excess or reinsurance coverage for the fund meeting the requirements of this Chapter, if the statement is not already on file with the department.

(xi) The name, address, and telephone number of each attorney representing the fund, each qualified actuary for the fund, and each certified public accountant who will be auditing the annual financial statements of the fund, as well as evidence of appointment of each by the fund.

(xii) The domicile address in this state where the books and records of the fund will be maintained, and the state from which the fund will be administered.

(xiii) Proof of advance payment to the fund by each initial member of the fund of not less than twenty-five percent of that member's first year estimated annually earned normal premiums.

(xiv) A feasibility study or other analysis prepared by a qualified actuary utilizing actual loss history of the initial members of the fund.

(xv) Pro forma financial statements projecting the first three years of operations of the fund based upon a feasibility study or other analysis prepared by a qualified actuary. The pro forma financial statements shall include a pro forma balance sheet, income statement, and statement of cash flow, each of which shall be prepared in accordance with generally accepted accounting principles.

(xvi) A copy of the fund's premium billing policy indicating whether the premium payments to the fund are to be paid by members annually, monthly, quarterly, or any combination thereof.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-1621 — LA Code / Code revised-statutes / Title 12 / Section 1-1621
Annual report for secretary of state
Status: in_force

A. Each corporation shall deliver to the secretary of state for filing an annual report that sets forth all of the following information:

(1) The name of the corporation.

(2) The address of its registered office.

(3) The name and address of its registered agent.

(4) The address of its principal office.

(5) Names and business addresses of its directors and principal officers.

(6) The total number of issued shares, itemized by class and series, if any, within each class.

B. Information in the annual report must be current as of the date the annual report is signed on behalf of the corporation.

C. A corporation's annual report shall be delivered to the secretary of state each year on or before the anniversary of the date that the corporation was incorporated.

D. If an annual report does not contain the information required by this Section, the secretary of state shall promptly notify the corporation in writing and return the report to it for correction.

E. A dissolved corporation shall continue to file annual reports under this Section until the existence of the corporation is terminated.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 107, §1.
La. Rev. Stat. § 12:1-503 — LA Code / Code revised-statutes / Title 12 / Section 1-503
Resignation of registered agent
Status: in_force

A. A registered agent may resign the agent's appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. If the office of the registered agent is also the registered office of the corporation, the statement may include a statement that the registered office is also discontinued.

B. After filing the statement the secretary of state shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office.

C. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1065 — LA Code / Code revised-statutes / Title 12 / Section 1065
Short title
Status: in_force

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:223 — LA Code / Code revised-statutes / Title 12 / Section 223
Corporate records and reports
Status: in_force

A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order by classes and series and the number of shares held by each, and records of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus; and (2) separate records of all trust funds held by it. Whenever membership is terminated, this fact shall be recorded in the share or membership record together with the date on which the membership ceased, and transfers of shares shall similarly be recorded.

B. The records listed in subsection A of this section may be in written form or in any other form capable of being converted into written form within a reasonable time.

C. Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.

D. If the articles or the trust instrument so provide, every corporation shall, within ninety days after the close of each fiscal year, mail an annual report, signed by the treasurer, to its members concerning any trust funds held by it, and the use made of such funds and the income thereof during such fiscal year.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:321 — LA Code / Code revised-statutes / Title 12 / Section 321
Short title
Status: in_force

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

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:319 — LA Code / Code revised-statutes / Title 12 / Section 319
Definitions
Status: in_force

Terms used in this Chapter shall, unless the context requires otherwise, have the same meaning as in Chapter 1 of this Title.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1602 — LA Code / Code revised-statutes / Title 12 / Section 1-1602
Inspection of records by shareholders
Status: in_force

A. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in R.S. 12:1-1601(E) if the shareholder gives the corporation a signed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy.

B. For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation, upon request, the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.

C. A shareholder of at least five percent of any class of the issued shares of a corporation for at least the preceding six months is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any and all of the records of the corporation if the shareholder meets the requirements of Subsection D of this Section and gives the corporation a signed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy the records. A shareholder of less than five percent of a corporation's issued shares may exercise the rights provided in this Subsection if the shareholder delivers to the corporation, either before or along with the written notice of demand, written consents to the demand by other shareholders who, in the aggregate with the shareholder making the demand, own the required percentage of shares for the required period.

D. A shareholder may inspect and copy the records described in Subsection C of this Section only if the following conditions are satisfied:

(1) The shareholder's demand is made in good faith and for a proper purpose.

(2) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect.

(3) The records are directly connected with the shareholder's purpose.

E. The right of inspection granted by this Section may not be abolished or limited by a corporation's articles of incorporation, bylaws, unanimous governance agreement, or any other agreement.

F. This Section does not affect any of the following:

(1) The right of a shareholder to inspect records under R.S. 12:1-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant.

(2) The power of a court to deny the right of inspection as to confidential matters, or to place restrictions on the use or distribution of records as provided in R.S. 12:1-1604(D).

G. For purposes of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-1446 — LA Code / Code revised-statutes / Title 12 / Section 1-1446
Revised Statutes 1-1446
Status: in_force

PART 15. FOREIGN CORPORATIONS

§§1-1446 - 1-1600 [Reserved.]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-941 — LA Code / Code revised-statutes / Title 12 / Section 1-941
Articles of nonprofit domestication and conversion
Status: in_force

A. After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of nonprofit domestication and conversion shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following:

(1) The name of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of R.S. 12:1-401.

(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and the date the corporation was incorporated in that jurisdiction.

(3) A statement that the domestication and conversion of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in this state.

B. The articles of nonprofit domestication and conversion shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.

C. The articles of nonprofit domestication and conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123.

D. If the foreign nonprofit corporation is authorized to transact business in this state under Chapter 3 of this Title, its certificate of authority shall be cancelled automatically on the effective date of its domestication and conversion.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-732 — LA Code / Code revised-statutes / Title 12 / Section 1-732
Unanimous governance agreements
Status: in_force

A. The term "unanimous governance agreement" means any written agreement, other than the articles of incorporation or bylaws, that satisfies all of the following criteria:

(1) Is approved in one or more writings signed by all persons who are shareholders at the time of the agreement.

(2) Governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them.

(3) States that it is a unanimous governance agreement or that it is governed by this Section.

B. A unanimous governance agreement is effective among the shareholders and the corporation, and shall be interpreted and enforced among those persons in accordance with the principle of freedom of contract, subject only to the limitations imposed by public policy. A unanimous governance agreement is enforceable among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this Chapter in that it does any of the following:

(1) Eliminates the board of directors or restricts the discretion or powers of the board of directors.

(2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in R.S. 12:1-640.

(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal.

(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies.

(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them.

(6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders.

(7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency.

(8) Otherwise changes, in a manner not contrary to public policy, the result that would be reached under other provisions of this Chapter.

C.(1) The existence of a unanimous governance agreement shall be noted conspicuously on the front or back of each certificate for outstanding shares. If, at the time of the agreement, the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this Subsection. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it.

(2) Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate for the shares in compliance with this Subsection.

(3) An action to enforce the right of rescission authorized by this Subsection must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares.

D. The provisions of a unanimous governance agreement shall cease to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete any references to it.

E. A unanimous governance agreement that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. A person who is subjected to liability by this Subsection may be held liable only to the extent that a director vested with the same discretion or powers could be held liable, and is entitled to indemnity under R.S. 12:1-850 through 1-859, and to protection against liability under R.S. 12:1-832, to the same extent as a director vested with the same discretion or powers.

F. The existence or performance of a unanimous governance agreement shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

G. Incorporators or subscribers for shares may act as shareholders with respect to a unanimous governance agreement if no shares have been issued when the agreement is made.

H. If the shareholders have approved more than one unanimous governance agreement, all of the agreements shall, to the extent reasonable, be construed together as one agreement in which all provisions are given effect. To the extent that conflicting provisions cannot be reconciled through that rule of construction, the more recently-approved provision controls.

I. Except as otherwise provided in the agreement, a unanimous governance agreement shall have all of the following characteristics:

(1) Has an initial term of twenty years.

(2) May be renewed during the initial or any subsequent term for an additional term of up to twenty years after the renewal is approved, by means of one or more written consents to the renewal, signed by all persons who are shareholders at the time of the renewal, and delivered to the corporation in accordance with R.S. 12:1-704(C).

(3) May be amended or terminated during its initial or any subsequent term by means of one or more written consents to the amendment or termination, signed by all persons who are shareholders at the time of the termination or amendment, and delivered to the corporation in accordance with R.S. 12:1-704(C).

(4) Continues in effect even after the expiration of its term, as renewed, until one or more written consents to its termination, signed by the shareholders of at least twenty-five percent of the issued shares of any class are delivered to the corporation in accordance with R.S. 12:1-704(C).

J. The corporation shall send notice of any renewal, amendment, or termination of a unanimous governance agreement to all shareholders within ten days after the effective date of the renewal, amendment, or termination, but the renewal, amendment, or termination is effective even if the notice is not sent.

K. This Section does not affect the enforceability of any agreement among shareholders that is not a unanimous governance agreement as defined in Subsection A of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1445 — LA Code / Code revised-statutes / Title 12 / Section 1-1445
Appointment of liquidator for terminated corporation
Status: in_force

On application of any interested party, a district court may, ex parte or on such notice as the court may order, appoint a liquidator to act on behalf of a terminated corporation with respect to any of its undistributed assets or undischarged claims or interests. The court's appointment of a liquidator under this Section is governed by the provisions of R.S. 12:1-1432, as if the liquidator were being appointed to conduct a dissolution of the corporation under court supervision. The costs and expenses of the liquidator and of the appointment of the liquidator under this Section shall be paid by the party seeking the appointment, subject to reimbursement from any undistributed assets of the corporation or the proceeds of their disposition.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1868 — LA Code / Code revised-statutes / Title 12 / Section 1868
Dissolution
Status: in_force

A. If the fund elects to dissolve, it shall apply to the department for authority to dissolve. An application for dissolution shall be made on a form prescribed by the department and shall be approved or disapproved by the department within sixty days of receipt.

B. The dissolution of the fund without authorization is prohibited and shall not absolve or release the fund, a member, or any person or entity which has executed an indemnity agreement from the fund's or person's obligations incurred or entered into prior to the dissolution of the fund.

C. Applications to dissolve shall be granted if either of the following conditions are met:

(1) The fund has no outstanding liabilities including incurred but not reported liabilities.

(2) The fund is covered by an irrevocable commitment from a licensed insurer which provides for payment of all outstanding liabilities and related services, including payment of claims, preparation of reports, and administration of transactions associated with the period during which the plan provided coverage.

D. Upon the dissolution of the fund and after payment of all outstanding liabilities and indebtedness, the assets of the fund shall be distributed to all members participating in the fund pursuant to a distribution plan submitted by the fund to the department and approved by the department.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:1-302 — LA Code / Code revised-statutes / Title 12 / Section 1-302
General powers
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and has the power to do all things necessary or convenient to carry out its business and affairs, including without limitation power to do any of the following:

(1) Sue and be sued, complain and defend in its corporate name.

(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

(3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.

(4) Purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any interest in property, wherever located.

(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.

(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity.

(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any obligation by mortgage, pledge, or security interests of any kind in any of its property, franchises, or income.

(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.

(9) Be a promoter, partner, member, associate, or manager of any limited liability company, partnership, joint venture, trust, or other entity.

(10) Conduct its business, locate offices, and exercise the powers granted by this Chapter within or without this state.

(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.

(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation and its affiliated entities, and the dependents and families of those individuals.

(13) Make donations for the public welfare or for charitable, scientific, or educational purposes.

(14) Transact any lawful business that will aid governmental policy.

(15) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1165 — LA Code / Code revised-statutes / Title 12 / Section 1165
Short title
Status: in_force

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1-743 — LA Code / Code revised-statutes / Title 12 / Section 1-743
Stay of proceedings
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or petition, the court may stay any derivative proceeding for such period as the court deems appropriate.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:904 — LA Code / Code revised-statutes / Title 12 / Section 904
Corporate authority
Status: in_force

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

Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:464 — LA Code / Code revised-statutes / Title 12 / Section 464
Existent associations may adopt the provisions of this Part
Status: in_force

Any similar corporation or cooperative association organized under previously existing statutes, by a majority vote of its directors or members, may be brought under the provisions of this Part. It shall make out in duplicate a statement, signed and sworn to by a majority of its directors, to the effect that the corporation or cooperative association has, by a majority vote of its directors, decided to accept the benefits and be bound by the provisions of this Part. Articles of association shall be filed as required in R.S. 12:448 except that they shall be signed by a majority of the members of the board of directors. The filing fee shall be the same as for filing an amendment to articles of association.

Renumbered from R.S.1950, §12:374 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:74 — LA Code / Code revised-statutes / Title 12 / Section 74
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. § 12:815 — LA Code / Code revised-statutes / Title 12 / Section 815
Regulation by Supreme Court
Status: in_force

Professional law corporations shall be subject to the discipline of the Supreme Court, and to the Supreme Court's authority to adopt rules and regulations governing the practice of law.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:915 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:499.12 — LA Code / Code revised-statutes / Title 12 / Section 499.12
Tax exemptions
Status: in_force

The capital stock of a cooperative housing corporation incorporated under the provisions of this Part shall not be taxed for state purposes.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-850 — LA Code / Code revised-statutes / Title 12 / Section 1-850
Subpart definitions
Status: in_force

In this Subpart, the following meanings shall apply:

(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.

(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(4) "Official capacity" means, when used with respect to a director, the office of director in a corporation. "Official capacity" means, when used with respect to an officer, as contemplated in R.S. 12: 1-856, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

(5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

(6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:428 — LA Code / Code revised-statutes / Title 12 / Section 428
Acquisition of servitudes
Status: in_force

A cooperative shall acquire a servitude on an immovable, unless such immovable is owned by the federal or state government or any agency or subdivision thereof, for the operation and maintenance of its electric transmission and distribution lines, along, upon, under or across any such immovable by virtue of the uninterrupted maintenance of such lines without the written or other consent of the owner thereof, along, upon, under or across the immovable for a period of one year; provided such servitude and operation does not interfere with the use of said property by other public utilities; provided further that in all cases where the written consent of the owner for the establishment of a servitude has been obtained and a line has been constructed along, upon, under or across the property under said consent it is not necessary that the written consent be recorded in the conveyance or other records of the parish where the property is located in order to make the servitude effective as to third parties.

Renumbered from R.S.1950, §12:328 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1081 — LA Code / Code revised-statutes / Title 12 / Section 1081
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. Only natural persons duly licensed to practice nursing in this state or persons possessing temporary licenses may render nursing services in behalf of a professional nursing corporation.

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:1-826 — LA Code / Code revised-statutes / Title 12 / Section 1-826
Submission of matters for shareholder vote
Status: in_force

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1102 — LA Code / Code revised-statutes / Title 12 / Section 1-1102
Merger
Status: in_force

A. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more eligible entities or foreign business corporations may merge into a new domestic business corporation to be created in the merger in the manner provided in this Part.

B. A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law governing the foreign business corporation or foreign eligible entity, and only if the requirements of that law concerning the merger have been satisfied. A domestic eligible entity must approve the merger in accordance with the organic law applicable to it.

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

(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger.

(2) The terms and conditions of the merger.

(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares other securities or eligible interests, or into cash, other property, or any combination of the foregoing.

(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents.

(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.

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

E. The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change any of the following:

(1) The amount or kind of shares or other securities; eligible interests; obligations; rights to acquire shares, other securities or eligible interests; or the cash or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger.

(2) The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by R.S. 12:1-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity.

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

F. Property received through a conditional donation, grant, or devise, or held in trust or for charitable purposes under the laws of this state by an eligible entity shall not be diverted by a merger from the object for which it was donated, granted, or devised, except to the extent authorized by a court judgment based upon principles of cy pres or approximation.

G. A person who is a member, interest holder, or an affiliate of an eligible entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a merger to which the eligible entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This Subsection does not apply to the receipt of reasonable compensation for services rendered.

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

Only voting shareholders, or voting shareholders of another professional social work 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 1997, No. 1169, §1.
La. Rev. Stat. § 12:1824 — LA Code / Code revised-statutes / Title 12 / Section 1824
Benefit officer
Status: in_force

A. A benefit corporation may have an officer designated as the benefit officer.

B. A benefit officer shall have all of the following:

(1) The powers and duties relating to the purpose of the corporation to create a general public benefit or specific public benefit provided by the bylaws or, absent controlling provisions in the bylaws, by resolutions or orders of the board of directors.

(2) The duty to prepare the benefit report required by R.S. 12:1831.

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

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

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

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

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:430.1 — LA Code / Code revised-statutes / Title 12 / Section 430.1
Cooperatives; provision of broadband services; servitudes
Status: in_force

A.(1)(a) Except as provided in Subparagraphs (b) and (c) of this Paragraph, a cooperative shall grant permission to a broadband affiliate or a broadband service provider to use the electric delivery system of the cooperative to provide broadband services. The use of the cooperative's electric delivery system for the provision of broadband services by the broadband affiliate or a broadband service provider shall not be considered an additional burden on the property upon which the cooperative's electric delivery system is located and shall not require the broadband affiliate or broadband service provider to obtain the additional consent from anyone having an interest in the property upon which the cooperative's electric delivery system is located.

(b) The provisions of Subparagraph (a) of this Paragraph shall not apply to any property owned or controlled by a railroad company operating in the state.

(c) Notwithstanding any provision of law to the contrary, a cooperative providing electric service may deny a broadband affiliate or broadband service provider access to its poles, ducts, conduits, or rights-of-way, on a nondiscriminatory basis where there is insufficient capacity and for reasons of safety, reliability, and generally applicable engineering purposes.

(2)(a) If a portion of a cooperative's electric delivery system is used by a broadband affiliate or broadband service provider for the purpose of providing broadband services and the landowner of the property on which such portion is located believes his property has been damaged by such use, the landowner may petition the district court in which the property is situated for any damages to which the landowner may be entitled pursuant to law, subject to the provisions of Subparagraph (b) of this Paragraph.

(b) A cooperative or its members shall not be liable for any recoverable damages to property awarded by a court pursuant to the provisions of this Subsection, and the damages shall be the sole responsibility of the broadband affiliate or broadband service provider.

B. A cooperative shall provide a broadband affiliate, broadband service provider, or broadband operator with nondiscriminatory access to locate its equipment for the provision of broadband services on the cooperative's electric delivery system on just, reasonable, and nondiscriminatory terms, conditions, and rates.

C. Any broadband affiliate, broadband service provider, or broadband operator wishing to attach to a cooperative's electric delivery system shall file written notice with the cooperative. The cooperative shall respond to the notice in accordance with the Public Service Commission's General Order dated September 4, 2014, or any subsequent related order.

D. A cooperative shall charge a broadband affiliate, broadband service provider, or broadband operator for the construction, installation, operation, use, and maintenance of those parts of its electric delivery system that are used or may be reserved for use by the broadband affiliate, broadband service provider, or broadband operator for the provision of broadband services. Any lease of facilities by a cooperative to a broadband affiliate that includes the use of the cooperative's poles shall include a pole attachment fee to be paid by the broadband affiliate to the cooperative. The fee charged by the cooperative to the broadband affiliate shall be the same amount as the pole attachment fee charged by the cooperative to any other broadband operator.

E. A cooperative shall not do any of the following:

(1) Use its electric energy sales revenue to subsidize the provision of broadband services to the public by a broadband affiliate or other broadband operator.

(2) Allow the installation or operation of a broadband system on its electric delivery system by a broadband affiliate or other broadband operator to diminish the reliability of the electric delivery system.

(3) Require any person to purchase broadband services from a broadband affiliate or other broadband operator, as a condition of receiving or continuing to receive electric energy from the cooperative.

(4) Disconnect, or threaten to disconnect, electric service to any customer due to the customer's failure to pay for broadband services provided to the customer by a broadband affiliate or other broadband operator.

F. A cooperative may make capital investments in a broadband affiliate, issue bonds on behalf of a broadband affiliate, make loans to a broadband affiliate at fair market rate, and enter into loan guarantees for the benefit of a broadband affiliate, all of which may be in such amounts and on such terms as the cooperative determines to be prudent, subject to the requirements established by the Public Service Commission's General Orders dated March 18, 1994, and November 13, 1996, or any subsequent related orders.

G. As used in this Section:

(1) "Broadband affiliate" means any entity that meets all of the following criteria:

(a) Is wholly or partially owned by a cooperative.

(b) Is formed to own or operate a broadband system or provide broadband high-speed internet services.

(2) "Broadband operator" means a broadband service provider that owns or operates a broadband system on a cooperative's electric delivery system with the cooperative's consent.

(3) "Broadband service provider" means an entity that provides broadband services to another on a wholesale basis or to an end-use customer on a retail basis.

(4) "Broadband services" means any service, using any equipment or technology, including wireline or fixed wireless broadband internet service, that consists of or includes the provision of or connectivity to a high-speed, high-capacity transmission medium meeting the Federal Communications Commission's benchmark of at least twenty-five megabits per second download and three megabits per second upload, or any subsequent benchmark determined by the Federal Communications Commission, that can carry signals from or to multiple sources and that does either of the following:

(a) Is used to provide access to the internet.

(b) Provides computer processing, information storage, information content or protocol conversion, including any service applications or information service provided over such high-speed access service. As used in this Part, "broadband services" shall also include video services, Voice over Internet Protocol services, wireless services, and internet protocol-enabled services.

(5) "Broadband system" means a facility used to deliver broadband internet access service as defined in 47 CFR 8.1 and other broadband services.

(6) "Electric delivery system" means the poles, lines, materials, equipment, servitudes, and other facilities or properties used by a cooperative.

Acts 2020, 1 st Ex. Sess., No. 16, §1, eff. July 13, 2020.
La. Rev. Stat. § 12:224 — LA Code / Code revised-statutes / Title 12 / Section 224
Board of directors
Status: in_force

A. The directors may be given any title deemed appropriate, but shall be subject to all the provisions relating to directors.

B. Subject to any limitations, restrictions, or reservations in the articles, the bylaws, or this Chapter, the affairs of the corporation shall be managed by a board of directors of not less than three natural persons, except that if there are fewer than three members, there need be only as many directors as there are members. The number of directors shall be fixed by or in the manner provided in the articles of incorporation or if not so fixed shall be the number fixed by, or in the manner provided in the bylaws. If not so fixed by or in the manner provided in the articles or the bylaws, the number of directors shall be the number of directors elected from time to time by the members. No amendment to the articles or the bylaws reducing the number of directors shall have the effect of shortening the term of any incumbent director. Unless the articles or the bylaws provide otherwise, the directors shall hold office for one year and until their successors are chosen and have qualified. No director shall be elected for a longer single term than five years. The directors need not be residents of this state or members of the corporation unless the articles or the bylaws so require.

C. Each director shall hold office for the term for which he was named or elected, and until his successor is elected and qualified. Directors, other than those constituting the first board, shall be elected by the voting members, unless some other method is expressly provided in the articles and except as hereinafter provided in the case of vacancies.

D. A corporation may allow reasonable compensation to its directors for their services, and a director may also be a salaried officer of the corporation.

E. The number, classification, qualifications, compensation, terms of office, manner of election, time and place of meeting, and powers and duties of the directors, may, subject to the provisions of this Chapter, be prescribed by the articles or the bylaws. Except as otherwise prescribed in the articles or bylaws:

(1) The office of a director shall become vacant if he dies or resigns;

(2) The board of directors may declare vacant the office of a director:

(a) If he is interdicted or adjudicated an incompetent;

(b) If he is adjudicated a bankrupt;

(c) If he becomes incapacitated by illness or other infirmity to perform his duties for a period of six months or longer;

(d) If he ceases at any time to have the qualifications required by the articles or by-laws;

(e) If, within sixty days, or such other time as the articles or by-laws may specify, after notice of his election, he does not accept office either in writing or by attending a meeting of the board of directors, or if he fails to fulfill any other requirement or qualifications which the articles or the by-laws specify.

(3) The remaining directors, even though not constituting a quorum, may, by a majority vote, fill any vacancy on the board (including any vacancy resulting from an increase in the authorized number of directors, or from failure of the members to elect the full number of authorized directors) for an unexpired term, provided that the members shall have the right to fill the vacancy at any special meeting called for the purpose prior to such action by the board.

(4) The members, by vote of a majority in interest of all of the voting members, may, at any special meeting called for the purpose, remove from office any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term. Whenever the members of any class or series are entitled to elect one or more directors, the provisions of this subsection shall apply, in respect of the removal of a director or directors so elected, and the election of a successor or successors, to the vote of the members of that class or series, and not to the vote of all of the members. If a director has been elected by the exercise of the privilege of cumulative voting, such director may not be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part;

(5) The meetings of the board of directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint, or as may be fixed in the call of the meeting;

(6) Such notice of meetings of the board shall be given as provided in the by-laws. Directors present at a meeting shall be deemed to have received due, or to have waived, notice thereof. Notice of a meeting may be waived in writing at any time and the waiver need not specify the purpose of or the business to be transacted at the meeting. Notice need not be given to any director, or member of a committee of the board of directors, with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law, and any action or meeting taken or held without notice to any such director or committee member shall have the same force and effect as if notice had been given to him as otherwise required;

(7) A majority of the board of directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors. If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote;

(8) The board of directors may designate one or more committees, each committee to consist of two or more of the directors (and one or more directors may be named as alternate members to replace any absent or disqualified regular members) which, to the extent provided by resolution of the board or in the articles or by-laws, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to documents. Such committee or committees shall have such name or names as may be stated in the articles or by-laws, or as may be determined, from time to time, by the board of directors. Any vacancy occurring in any such committee shall be filled by the board of directors but the president may designate another director to serve on the committee pending action by the board. Each such committee shall hold office during the term of the board constituting it, unless otherwise ordered by the board. The designation of and delegation of authority to a committee shall not relieve the directors of any responsibility imposed on them by law;

(9) Any action which may be taken at a meeting of the board of directors, or of any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee.

(10) The board of directors, or any committee of the board, may hold a meeting by means of conference telephone, facsimile, or similar communications equipment provided that all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The provisions of this Paragraph shall not apply to any public body or any other entity provided for in R.S. 42:13.

F. The articles may provide that a particular class or series of members may elect all or a certain number or proportion of the directors, or the directors of a certain class.

G. The articles may provide that any director absent from a meeting of the board or any committee thereof, may be represented by any other director or member, who may cast the vote of the absent director according to the written instructions, general or special, of the absent director. In the absence of such a provision in the articles, no director shall have the right to vote by proxy.

H. Unless the articles or by-laws provide otherwise, the court may, at the suit of five or more voting members, remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion, with reference to the corporation. The court may bar from reelection any director so removed, for a period prescribed by the court. The corporation shall be made a party to such action.

Acts 1968, No. 105, §1; Acts 1997, No. 947, §1; Acts 2004, No. 523, §1.
La. Rev. Stat. § 12:258 — LA Code / Code revised-statutes / Title 12 / Section 258
Appointment of receiver
Status: in_force

A. The court may, after trial, appoint a receiver to take charge of the corporation's property when it is made to appear, in a proceeding instituted against the corporation:

(1) By any member or creditor, that the directors or officers of the corporation are jeopardizing the rights of its members or creditors by grossly mismanaging the corporation, or by committing gross and persistent ultra vires acts, or by wasting, misusing or misapplying the assets of the corporation; or

(2) By any member or creditor, that the corporation's property has been abandoned, or that, by failure of the members to elect directors, or the failure of the directors or officers to serve, there is no one authorized to take charge of or conduct its affairs; or

(3) By any creditor, that the corporation is insolvent, or such creditor's claim has been reduced to judgment, on which execution has been issued and returned "nulla bona"; or

(4) By any creditor, that property of the corporation has been seized under judicial process by fraud or collusion between the corporation, its directors, officers or members, and any creditor; or

(5) By any member, that a majority of the members are violating the rights of minority members and endangering their interests; or

(6) By a member or members, severally or jointly, who have been registered holders for a period of not less than six months of not less than twenty per cent of the total voting power, that either of the grounds for involuntary dissolution set forth in R.S. 12:251(A)(4) and (5) exists.

B. The qualifications of the receiver shall be the same as those of a liquidator set forth in R.S. 12:252.

C. The court may, ex parte, pending trial, (1) appoint a temporary receiver whose authority shall cease upon appointment of a receiver after trial or upon dismissal of the proceeding, (2) on the applicant furnishing security in the amount fixed by the court, enjoin the corporation and its directors, officers, agents and members from disposing of its property or changing the status of its affairs to the injury of the applicant, and (3) stay proceedings by other persons against the corporation's property.

D. If a receiver is appointed, after trial, on application by a member or members, the court shall make a reasonable allowance for the fees of the applicants' counsel, which, together with their other costs, shall be taxed as costs and paid out of the corporate assets. The corporation or the receiver shall have the right to recover the amount of such costs from any directors, officers or members whose conduct was the cause of the proceeding under Paragraph (A)(1) or (5) of this Subsection. If an application by a member or members is dismissed, and the court determines that the application was made in bad faith, the applicants shall be condemned to pay reasonable counsel fees and other expenses incurred by the corporation, or by the directors, officers or members on whose conduct the application was based under Paragraph (A)(1) or (5) of this Subsection. In case of an application under Paragraph (A)(1) or (5) of this Subsection, the court may require the applicant or applicants to post reasonable bond to cover their liability, if any, under this subsection.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-741 — LA Code / Code revised-statutes / Title 12 / Section 1-741
Standing
Status: in_force

A. A shareholder may not commence or maintain a derivative proceeding unless the shareholder satisfies all of the following conditions:

(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

B. A shareholder who meets the requirements of Subsection A of this Section may file a derivative proceeding to enforce a right of the corporation, but only after the shareholder satisfies the requirements of R.S. 12:1-742.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:232 — LA Code / Code revised-statutes / Title 12 / Section 232
Voting of members
Status: in_force

A. Unless otherwise provided in the articles or by-laws, every member of a corporation shall be entitled to one vote, or if a shareholding member, one vote for each share standing in his name on the books of the corporation; provided that on and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares. The manner of voting may be by ballot, mail or any other reasonable means provided in the articles or by-laws.

B. The articles or by-laws may provide that in the election of directors each voting member shall have the right to multiply his vote or votes by the number of directors to be elected, and to cast all of these votes for one candidate, or to distribute them among two or more candidates.

C.(1) A member shall have the right to cast his vote either in person or, unless the articles or by-laws specifically prohibit voting by proxy, by proxy duly authorized in writing, signed by the member and filed with the secretary at or before the meeting.

(2) The authority of the holder of a proxy to act shall not be revoked by the death of the member who executed the proxy unless, before the authority is exercised, written notice of such death is received by the corporate officer responsible for maintaining the list of members.

(3) A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy. The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity shall expressly be provided therein; but in no case shall an outstanding proxy be valid for longer than three years. The revocation of a proxy (if revocable) shall not be effective until written notice thereof has been given to the secretary of the corporation, or unless a proxy of later date is filed with the secretary at or before the meeting.

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

(5) When shares are registered in the names of two or more persons (other than fiduciaries), a proxy signed by any one or more of them shall be deemed valid, unless the corporation receives written notice to the contrary from a non-signing registered holder before the proxy is voted.

D. A person whose shares are pledged shall be entitled to vote thereon, unless and until such shares have been transferred on the books of the corporation to the pledgee; and thereafter the pledgee shall be entitled to vote thereon.

E. Any person in whose name shares are registered in a fiduciary capacity, may, so far as concerns the corporation, vote the same in person or by proxy for all purposes, and without the necessity of any authorization by a court, or of any judicial or other proceeding provided in particular laws. A legal representative, other than a receiver or trustee, may vote shares held by him, either in person or by proxy, without transfer of the shares into his name. When shares are registered in the names of three or more fiduciaries, voting thereof shall be in accordance with the will of the majority of the fiduciaries, unless the instrument or order appointing the fiduciaries directs that the shares shall be voted in some other way. When, in any case, the fiduciaries are equally divided as to the manner of voting the shares registered jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted on the particular questions as to which the fiduciaries are divided.

F. A corporate member may vote by its president, any vice-president, secretary or treasurer, or by proxy appointed in writing by any of such officers, unless some other person appointed by bylaw or resolution of the board of directors to cast the corporate member's vote, shall produce a certified copy of such bylaw or resolution, in which case the other person shall be entitled to cast the vote.

G. Except as otherwise provided in the articles or by-laws, or in other provisions of this Chapter, a majority of votes actually cast shall decide any matter properly brought before a members' meeting organized for the transaction of business, except that directors shall be elected by plurality vote.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §16, emerg. eff. June 18, 1970, at 5:05 P.M.
La. Rev. Stat. § 12:1-143 — LA Code / Code revised-statutes / Title 12 / Section 1-143
Qualified director
Status: in_force

A. A "qualified director" is a director who meets the following criteria:

(1) At the time action is to be taken under R.S. 12:1-744, does not have either of the following conflicting interests:

(a) A material interest in the outcome of the proceeding.

(b) A material relationship with a person who has such an interest.

(2) At the time action is to be taken under R.S. 12:1-853 or 1-855, does not have a material relationship with a director described in either Subparagraph (a) or (b) of this Paragraph and is not either of the following:

(a) A party to the proceeding.

(b) A director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under R.S. 12:1-870, which transaction or disclaimer is challenged in the proceeding.

(3) At the time action is to be taken under R.S. 12:1-862, a director who is neither of the following:

(a) A director as to whom the transaction is a director's conflicting interest transaction.

(b) A director who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction.

(4) At the time action is to be taken under R.S. 12: 1-870, would be a qualified director under Paragraph (A)(3) of this Section if the business opportunity were a director's conflicting interest transaction.

(5) At the time action is to be taken under R.S. 12:1-202(B)(6), a director who is neither of the following:

(a) A director to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply.

(b) A director who is a related person to another officer to whom the limitation or elimination would apply.

B. For purposes of this Section and R.S. 12:1-860:

(1) "Material interest" means an actual or potential benefit or detriment, other than one that would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

(2) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

C. The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:

(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others.

(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director.

(3) With respect to action to be taken under R.S. 12:1-744, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:418 — LA Code / Code revised-statutes / Title 12 / Section 418
Dissolution
Status: in_force

A. A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators. The articles of dissolution shall be submitted to the Secretary of State for filing as provided in this Part. The articles of dissolution shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The date of its incorporation;

(4) That the cooperative has not commenced business;

(5) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all servitudes have been released to the grantors;

(6) That no debt of the cooperative remains unpaid; and

(7) That a majority of the incorporators elect that the cooperative be dissolved.

B. A cooperative which has commenced business may dissolve voluntarily and liquidate its affairs in the following manner:

(1) The board of directors shall first recommend that the cooperative be dissolved voluntarily and thereafter the proposition that the cooperative be dissolved shall be submitted to the members of the cooperative at any annual or special meeting the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than a majority of all of the members of the cooperative. Notwithstanding any other provision of law in this Part, voting by proxy and mail may be authorized in the cooperative's bylaws for purposes of this Section as provided for in R.S. 12:407 and 408. This provision shall not limit the rights of members provided for in R.S. 12:417 or any rights otherwise granted in the bylaws and articles of incorporation which may authorize voting by mail or proxy.

(2) Upon such approval, a certificate of election to dissolve, hereinafter designated as the "certificate" 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 certificate shall state:

(a) The name of the cooperative;

(b) The address of its principal office;

(c) The names and addresses of its directors; and

(d) The total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative. The president or vice-president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of this Sub-section were duly complied with. Such certificate and affidavit shall be submitted to the Secretary of State for filing as provided in this Part;

(3) Upon the filing of the certificate and affidavit by the Secretary of State, the cooperative shall cease to carry on its business except in so far as may be necessary for winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State;

(4) After the filing of the certificate and affidavit by the Secretary of State the board of directors shall immediately cause notice of the liquidation proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the parish in which the principal office of the cooperative is located;

(5) The board of directors shall have full power to liquidate and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations and liabilities, and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members, and among other persons who have been members at any time during the seven years next preceding the date of such filing of the certificate, in proportion to the aggregate patronage of each such member and other person during such seven year period or, if the cooperative shall not have been in existence for such period, during the period of its existence; and

(6) When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor, and all of the remaining property and assets of the cooperative shall have been distributed pursuant to the provisions of this Section, the board of directors shall authorize the execution of articles of dissolution which shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution 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 the principal office of the cooperative;

(c) That the cooperative has heretofore delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office;

(d) That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor;

(e) That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and

(f) That there are no actions or suits pending against the cooperative. The president or vice-president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this Sub-section were duly complied with. Such articles of dissolution and affidavit accompanied by proof of publication required in this Sub-section, shall be submitted to the Secretary of State for filing as provided in this Part.

Renumbered from R.S.1950, §12:318 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 2010, No. 202, §1, eff. Jan. 1, 2011.
La. Rev. Stat. § 12:91 — LA Code / Code revised-statutes / Title 12 / Section 91
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1999, No. 1253, §1, eff. July 12, 1999; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1606 — LA Code / Code revised-statutes / Title 12 / Section 1-1606
Exception to notice requirement
Status: in_force

A. Whenever notice would otherwise be required to be given under any provision of this Chapter to a shareholder, such notice need not be given if either of the following conditions are met:

(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

B. If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1407 — LA Code / Code revised-statutes / Title 12 / Section 1-1407
Other claims against dissolved corporation
Status: in_force

A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.

B. The notice must do all of the following:

(1) Be published one time in a newspaper of general circulation in the parish where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located.

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

(3) State that a claim against the dissolved corporation will be extinguished by peremption unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

C. If the dissolved corporation publishes a newspaper notice in accordance with Subsection B of this Section, any claim not earlier perempted by R.S. 12:1-1406(C) is perempted unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice.

D. A claim that is not perempted by R.S. 12:1-1406(C) or 1-1407(C) may be enforced against either of the following:

(1) The dissolved corporation, to the extent of its undistributed assets.

(2) Except as provided in R.S. 12:1-1408(D), if the assets have been distributed in liquidation, a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this Section may not exceed the total amount of assets distributed to the shareholder.

E. A proceeding to enforce the liability of a shareholder under Paragraph (D)(2) of this Section is perempted unless it is commenced within two years after the date that the assets were distributed to the shareholder.

F. For purposes of this Section, the term "claim" includes a claim of any kind, including a contingent liability and a claim based on an event occurring after the effective date of dissolution.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-922 — LA Code / Code revised-statutes / Title 12 / Section 1-922
Articles of domestication
Status: in_force

A. After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following:

(1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of R.S. 12:1-401.

(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction.

(3) A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state.

B. The articles of domestication shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.

C. The articles of domestication shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123.

D. If the foreign corporation is authorized to transact business in this state under Chapter 3 of Title 12, its certificate of authority shall be cancelled automatically on the effective date of its domestication.

E. Within thirty days after the date that articles of domestication take effect, a duplicate original or certified copy of the articles shall be filed in the conveyance records of each parish in this state in which the corporation owns immovable property.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:409 — LA Code / Code revised-statutes / Title 12 / Section 409
Board of directors; elections
Status: in_force

A.(1) The business and affairs of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof. The bylaws shall prescribe the number of directors, their qualifications, other than those provided for in this Part, and the manner of holding meetings of the board of directors and of the election of successors to directors who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors. The bylaws shall provide that a member of the cooperative may be nominated for election to the board of directors upon the petition of the members; however, the bylaws may not require the signatures of more than fifty members. Without approval of the members, directors shall not receive any salaries for their services as directors, and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation. The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each director for attendance at each meeting of the board of directors.

(2) The bylaws shall provide that the committee charged by a cooperative with nominating persons for election to the board of directors shall select its nominees a minimum of twenty days prior to the last day for the filing of any petition to nominate a member for election to the board of directors.

B.(1) The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members, except as hereinafter otherwise provided. Each director shall hold office for the term for which he is elected or until his successor has been elected and qualified.

(2) The date, time, and place of any meeting of the nominating committee for the board of directors of each electric cooperative engaged in the retail distribution of electricity shall be published in at least two issues of the official journal of each parish in which the cooperative is domiciled or provides service, not less than ten days prior to the meeting. In lieu of publication in official journals, such publication may be accomplished by the use of the monthly issue of the membership publication immediately preceding the meeting, mailed to all members of the cooperative.

C. The directors shall be divided into three classes at the next annual meeting, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expired at the time for such meeting shall be elected to hold office until the third succeeding annual meeting.

The provisions of this Subsection shall not be construed to reduce the term of office of any director holding such office on the effective date of this Subsection.

D. A majority of the board of directors shall constitute a quorum.

E. If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.

F. The board of directors may exercise all of the powers of a cooperative except such as are conferred upon the members by this Part, or its articles of incorporation or bylaws.

G.(1) Every meeting of the board of directors of an electric cooperative shall be open to attendance by members of the cooperative to the extent that such members can be reasonably, physically accommodated in the place in which the board of directors is meeting, unless such meeting is closed pursuant to the exceptions enumerated hereafter.

(2) The board of directors may meet in executive session to consider the following:

(a) Discussion of the character, professional competence, or physical or mental health of a person.

(b) Strategy sessions or negotiations with respect to collective bargaining, prospective litigation, or litigation when an open meeting would have a detrimental effect on the bargaining or litigating position of the cooperative.

(c) Discussion regarding the report, development, or course of action regarding security personnel, plans, or devices.

(d) Proceedings regarding allegations of misconduct.

(e) Cases of extraordinary emergency.

(3)(a) Any cooperative not under the jurisdiction of the Public Service Commission, prior to any change in rates charged for electric energy, shall conduct a public hearing after giving sixty days prior written notice by mail to all cooperative members. The notice may be included in a billing notice but shall be a separate and prominent document. The notice shall contain a brief explanation of the reasons for the effect of the rate increase on consumers and inform the consumers of the availability of a complete, written explanation of the reasons for and the basis of the rate increase. Such written explanation shall be available for examination by any member or his representative at all cooperative offices during regular business hours at least sixty days prior to the hearing.

(b) At the hearing, the directors of the cooperative shall present evidence in support of the rate change and shall provide the members or their representatives an opportunity to produce evidence regarding the rate change. If the directors of the cooperative fail to implement the rate change within sixty days of the public hearing, they shall conduct another public hearing prior to implementing the rate change. The press shall be admitted to the hearing.

H. Each member of the board of directors of any cooperative primarily engaged in the distribution of electricity and which elects directors by district shall be elected from a single member district, one district for each member of the board of directors. A quorum from each district shall be sufficient to validate the election of a candidate from the district. Elections conducted by mail ballot shall be conducted under the supervision of a certified public accountant. All costs of the election shall be paid by the cooperative.

Renumbered from R.S. 1950, §12:309 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 109, §1, eff. June 22, 1978; Acts 1983, No. 636, §1, eff. July 19, 1983; Acts 1984, No. 779, §1, eff. July 13, 1984; Acts 1985, No. 421, §1; Acts 1985, No. 478, §1; Acts 1985, No. 485, §1.
La. Rev. Stat. § 12:101 — LA Code / Code revised-statutes / Title 12 / Section 101
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1976, No. 459, §1; Acts 2014, No. 328, §5, eff. Jan. 1. 2015.
La. Rev. Stat. § 12:140.1 — LA Code / Code revised-statutes / Title 12 / Section 140.1
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:253 — LA Code / Code revised-statutes / Title 12 / Section 253
Dissolution proceedings out of court; procedure; powers of liquidator
Status: in_force

A. Once dissolution has been authorized, all other actions of members in connection therewith, including, without limitation of the generality of this provision, determination whether the corporation is to be liquidated out of court, appointment of liquidators, and fixing the bond, compensation, duties and powers of, and prescribing the manner of filling vacancies among, the liquidators, may be taken by vote of a majority in interest of the voting members present.

B. If the liquidation is to be out of court, the members or incorporators authorizing the dissolution may, and if demanded by twenty-five per cent or more of the total voting power shall, require bond to be given by the liquidator for the faithful performance of his duties. The members or incorporators may also fix the compensation, if any, to be paid to the liquidator, prescribe the manner of filling any vacancy in the office of liquidator, and generally define and regulate the rights, duties and actions of the liquidator in the liquidation of the corporation.

C. Except as may otherwise be provided by the members or incorporators authorizing the dissolution, the liquidator shall be vested with full authority:

(1) To demand, collect, sue for and recover, in the name of the corporation, the debts and property of the corporation, and he may be sued in the same manner;

(2) To compromise, compound and settle claims of or against, and to grant acquittance for claims of, the corporation, on such terms and conditions as to the liquidator shall seem best;

(3) To sell and convey, either in whole or in part, at public or private sale, the property of the corporation, movable or immovable, on such terms and conditions as to the liquidator shall seem best, either for cash or for securities to be distributed to the shareholders;

(4) To make leases (including mineral leases) of the corporation's property for such terms and consideration and with such other provisions as to the liquidator shall seem best;

(5) To collect the whole, or so much as may be necessary and just, of any amounts remaining unpaid on subscriptions to shares;

(6) To continue temporarily the activities of the corporation, when it is necessary for the purpose of properly and economically liquidating the affairs of the corporation;

(7) To pay all debts and liabilities of the corporation according to their respective priorities;

(8) To open and close bank accounts;

(9) To vote shares of stock, and transfer securities;

(10) To retain counsel and auditors;

(11) To fix advance record dates, as provided in R.S. 12:234;

(12) To file federal, state and local tax and information returns;

(13) To make arrangements for separation of employees;

(14) To procure insurance of any kind;

(15) To examine on oath, to be administered by him, any person concerning any matter pertaining to or affecting the liquidation; and

(16) In general, to do any and all things which may be necessary, proper or convenient for the purpose of liquidating the corporation.

D. The liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.

E. Any net assets remaining, after paying all debts and liabilities of the corporation, including all costs and expenses of the liquidation, shall be distributed by the liquidator either to the members according to their respective rights and preferences, if the corporation is permitted to distribute assets to its members, or otherwise, pursuant to the certificate or order of dissolution. The share of any member who cannot be found shall be delivered to the administrator of the Uniform Unclaimed Property Act of 1997.

F. In the performance of his duties, each liquidator shall be bound to exercise that care and prudence in the listing, custody, possession, control and disposition of the property and moneys of the corporation coming into his hands, and in the proper accounting therefor, and distribution thereof, as by law is imposed upon fiduciaries.

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

Acts 1968, No. 105, §1; Acts 2000, 1st Ex. Sess., No. 135, §3, eff. July 1, 2000.
La. Rev. Stat. § 12:415 — LA Code / Code revised-statutes / Title 12 / Section 415
Effect of consolidation or merger
Status: in_force

The effect of consolidation or merger shall be:

A. The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of a consolidation, shall be the new cooperative provided for in articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease.

B. The new or surviving cooperatives shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this Part, and shall possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives, and furthermore all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged, shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger.

C. The new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place.

D. Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger.

E. In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.

Renumbered from R.S.1950, §12:315 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:964 — LA Code / Code revised-statutes / Title 12 / Section 964
Duration of corporation
Status: in_force

The period of duration of the corporation shall be fifty years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in R.S. 12:965.

Acts 1969, No. 49, §14.
La. Rev. Stat. § 12:1072 — LA Code / Code revised-statutes / Title 12 / Section 1072
Professional corporations
Status: in_force

One or more natural persons, of full age and duly licensed to practice nursing in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing nursing. 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 1977, No. 730, §1.
La. Rev. Stat. § 12:1-504 — LA Code / Code revised-statutes / Title 12 / Section 1-504
Service on corporation
Status: in_force

A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. If the registered agent is a corporation or eligible entity, service of process may be made on an individual who is identified as authorized to receive service for the registered agent in a statement on file with the secretary of state.

B. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this Subsection at the earliest of the following:

(1) The date the corporation receives the mail.

(2) The date shown on the return receipt, if signed on behalf of the corporation.

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

C. This Section does not prescribe the only means, or necessarily the required means of serving a corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
La. Rev. Stat. § 12:1326 — LA Code / Code revised-statutes / Title 12 / Section 1326
Distribution in kind
Status: in_force

Except as provided in a written operating agreement, a member, regardless of the nature of the member's contribution, shall have no right to demand and receive any distribution from a limited liability company in any form other than cash. No member shall be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage in which the member shares in distributions from the limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1327 — LA Code / Code revised-statutes / Title 12 / Section 1327
Restrictions on making distributions
Status: in_force

A. No distribution shall be made if, after giving effect to the distribution:

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

(2) The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or a written operating agreement provides otherwise, the amount that would be needed if the limited liability company were to be dissolved at the time of the distribution to satisfy the preferential rights of other members upon dissolution which are superior to the rights of the member receiving the distribution.

(3) The authorization or payment thereof would be contrary to any restrictions contained in the articles of organization or a written operating agreement.

B.(1) The limited liability company may base a determination that a distribution is not prohibited under Subsection A of this Section either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or a fair valuation or other method that is reasonable under the circumstances. For purposes of this Section, generally accepted accounting principles are deemed to be reasonable.

(2) Unless the articles of organization provide otherwise, a limited liability company, including a limited liability company engaged in extractive or oil and gas activities, which owns wasting assets, including oil and gas properties, intended for sale in the ordinary or usual course of business or which owns property having a limited life, such as a lease for a term of years or patents, need make no allowance for depletion or amortization of the cost of such assets in computing total assets.

(3) In computing amounts available for distribution, proper allowance shall, except as provided in Paragraph (2) of this Subsection, be made for depreciation and depletion sustained, and ascertained or known losses of every character. Deferred assets and prepaid expenses shall be considered as assets only to the extent of amounts thereof not used or amortized.

(4) Without limitation of other items that may be properly included therein, limited liability companies engaged in the business of extraction and sale of oil and gas may include in the calculation of depletion for such purposes their aggregate intangible drilling costs of drilling oil and gas wells. Such costs may include any item of expense or cost not recoverable from a well after it becomes uneconomical other than casing, such as seismic costs, drilling costs, stimulation costs, secondary and tertiary recovery costs, completion costs, work over costs, well site preparation expenses, and other similar expenses or costs, aggregate leasehold costs, and any item of expense or cost relating to the acquisition of a lease other than rental, such as title verification, other title review expenses, and lease bonuses.

(5) If terms of indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this Section, indebtedness of a limited liability company, including indebtedness issued as a distribution, shall not be a liability for purposes of determinations made under this Subsection.

C. The effect of a distribution under Subsection A of this Section shall be measured as of the date upon which the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization, or the date upon which payment is made if it occurs more than one hundred twenty days after the date of authorization.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1802 — LA Code / Code revised-statutes / Title 12 / Section 1802
Application and effect of Chapter
Status: in_force

A. This Chapter shall apply to all benefit corporations.

B. The existence of a provision of this Chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This Chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.

C. Except as otherwise provided in this Chapter, the Business Corporation Law, R.S. 12:1 et seq., shall be generally applicable to all benefit corporations. The specific provisions of this Chapter shall control over the general provisions of the Business Corporation Law. A benefit corporation may be simultaneously subject to this Chapter and one or more other Chapters within this Title.

D. A provision of the articles or bylaws of a benefit corporation shall not relax, be inconsistent with, or supersede a provision of this Chapter.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:514 — LA Code / Code revised-statutes / Title 12 / Section 514
Grounds for involuntary dissolution
Status: in_force

A. An unincorporated association may be dissolved and its assets liquidated by a court-appointed liquidator when any of the following occurs:

(1) The association's property has been abandoned for a period of at least one year.

(2) By failure of the members for a period of at least one year to elect officers or directors, or the failure of the directors or officers for a period of at least one year to serve, so that there is no one authorized to take charge of or conduct its affairs.

(3) The objects of the association have wholly failed, or are entirely abandoned, or their accomplishment is impracticable.

(4) The officers or directors have been deadlocked for a period of at least one year in the management of the association's affairs, and the members are unable to break the deadlock.

B. The qualifications and duties of the liquidator shall be the same as those of a court-appointed liquidator of a nonprofit corporation, as set forth in R.S. 12:252.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:63 — LA Code / Code revised-statutes / Title 12 / Section 63
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. § 12:1-1703 — LA Code / Code revised-statutes / Title 12 / Section 1-1703
Saving provisions
Status: in_force

A. Except as provided in Subsection B of this Section, the repeal of a statute by this Chapter does not affect any of the following:

(1) The operation of the statute or any action taken under it, before its repeal.

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute, before its repeal.

(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

B. If a penalty or punishment imposed for violation of a statute repealed by this Chapter is reduced by this Chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this Chapter.

C. In the event that any provisions of this Chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this Chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-727 — LA Code / Code revised-statutes / Title 12 / Section 1-727
Greater quorum or voting requirements
Status: in_force

A. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this Chapter. The articles of incorporation may make a quorum requirement for shareholders, or for a voting group of shareholders, greater or lesser than that provided by this Chapter, but the requirement may not be lower than shares having twenty-five percent of the votes entitled to be cast on a matter.

B. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:133 — LA Code / Code revised-statutes / Title 12 / Section 133
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-956 — LA Code / Code revised-statutes / Title 12 / Section 1-956
Abandonment of an entity conversion
Status: in_force

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

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:430 — LA Code / Code revised-statutes / Title 12 / Section 430
Short title
Status: in_force

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

Renumbered from R.S.1950, §12:330 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:969 — LA Code / Code revised-statutes / Title 12 / Section 969
License fees
Status: in_force

Every corporation organized and engaged in business under the provisions of this Chapter shall pay an annual state occupational license tax of fifty dollars. In addition, parishes and municipalities are authorized to levy the occupational license taxes as prescribed; however, no parish or municipality shall levy any such occupational license tax in an amount greater than those prescribed.

Acts 1969, No. 49, §19; Acts 2003, No. 292, §1.
La. Rev. Stat. § 12:1703 — LA Code / Code revised-statutes / Title 12 / Section 1703
Electronic notification of status changes
Status: in_force

The secretary of state shall notify any person who subscribes to the secretary of state's electronic mail or short message notification service and who is an officer of a corporation, member or manager of a limited liability company, or partner in a partnership, or any agent thereof, when a filing has occurred that purports to remove that person's name from documents and records of that entity held by the secretary of state.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:140.15 — LA Code / Code revised-statutes / Title 12 / Section 140.15
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. § 12:1020 — LA Code / Code revised-statutes / Title 12 / Section 1020
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 1970, No. 191, §1.
La. Rev. Stat. § 12:130 — LA Code / Code revised-statutes / Title 12 / Section 130
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. § 12:1-955 — LA Code / Code revised-statutes / Title 12 / Section 1-955
Effect of entity conversion
Status: in_force

A. When a conversion under this Subpart becomes effective, all of the following shall apply:

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

(2) The liabilities of the converting entity remain the liabilities of the surviving entity.

(3) A pending action or proceeding by or against the converting entity continues by or against the surviving entity as if the conversion had not occurred without any need for substitution of parties.

(4) The provisions included in or attached to the articles of entity conversion in accordance with R.S. 12:1-953(B)(3) become effective as the articles of incorporation, articles of organization, initial report, registered contract of partnership, or registered application for registry of a registered limited liability partnership, as appropriate for the surviving entity.

(5) In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective.

(6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the organic law of the converting entity.

(7) The surviving entity is deemed to be all of the following:

(a) Incorporated or organized under and subject to the organic law of the surviving entity for all purposes.

(b) The same corporation or unincorporated entity without interruption as the converting entity.

(c) Incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.

B. When a conversion of a domestic business corporation to a foreign unincorporated entity becomes effective, the surviving entity 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. A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity shall be personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.

D. The owner liability of an interest holder in an unincorporated entity that converts to another form of domestic unincorporated entity or to a domestic business corporation shall be as follows:

(1) The conversion does not discharge any owner liability under the organic law of the converting entity to the extent any such owner liability arose before the effective time of the articles of entity conversion.

(2) The interest holder shall not have owner liability under the organic law of the converting entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion.

(3) The provisions of the organic law of the converting entity shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (D)(1) of this Section, as if the conversion had not occurred.

(4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the converting entity with respect to any owner liability preserved by Paragraph (D)(1) of this Section, as if the conversion had not occurred.

E. The provisions of R.S. 12:1603 and 12:1604, concerning tax filing requirements and professional licenses, apply in either of the following cases of an entity conversion:

(1) By a domestic business corporation to a domestic unincorporated entity.

(2) By a domestic unincorporated entity to a domestic business corporation or to another form of domestic unincorporated entity.

F. For purposes of service of process under Paragraph (B)(2) of this Section, a foreign eligible entity that is a survivor of a merger may be served in accordance with the rules applicable to service of process on a foreign corporation, as if both of the following conditions existed:

(1) The survivor were a foreign corporation.

(2) Each of the following persons were a director of that corporation:

(a) A general partner if the survivor is a partnership of any kind.

(b) A member if the survivor is a member-managed limited liability company.

(c) A manager if the survivor is a manager-managed limited liability company.

(d) A person holding managerial authority in the survivor, regardless of the form of the surviving entity, that is similar to that of an officer or director of a domestic business corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-1401 — LA Code / Code revised-statutes / Title 12 / Section 1-1401
[Reserved.]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1152 — LA Code / Code revised-statutes / Title 12 / Section 1152
Professional corporations
Status: in_force

One or more natural persons, of full age and duly licensed to practice veterinary medicine in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing veterinary medicine. 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 1982, No. 218, §1.
La. Rev. Stat. § 12:1321 — LA Code / Code revised-statutes / Title 12 / Section 1321
Contributions to capital
Status: in_force

The contribution of a member to a limited liability company may take the form of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:482 — LA Code / Code revised-statutes / Title 12 / Section 482
Permission to incorporate
Status: in_force

An unincorporated church, congregation, parish or any other religious organization of such sect may apply to the appropriate hierarch, archbishop, bishop or administrator for permission to incorporate under this article. When such permission has been granted in writing, it shall be attached to the certificate of incorporation.

Acts 1954, No. 226, §2. Renumbered from R.S.1950, §12:392 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:92 — LA Code / Code revised-statutes / Title 12 / Section 92
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 1987, No. 463, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-804 — LA Code / Code revised-statutes / Title 12 / Section 1-804
Election of directors by certain classes of shareholders
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1416 — LA Code / Code revised-statutes / Title 12 / Section 1-1416
:1-1416 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:25 — LA Code / Code revised-statutes / Title 12 / Section 25
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1976, No. 580, §1. Acts 1983, No. 88, §1; Acts 1991, No. 334, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1155 — LA Code / Code revised-statutes / Title 12 / Section 1155
Shares
Status: in_force

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

B. Either a shareholder who is a natural person duly licensed to practice veterinary medicine in this state, and who holds his shares in his own right, or another professional veterinary medicine corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to medical services rendered by, or any other affairs of, the corporations, except as provided in R.S. 12:913(B).

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1-1320 — LA Code / Code revised-statutes / Title 12 / Section 1-1320
Notice of appraisal rights
Status: in_force

A. Where any corporate action specified in R.S. 12:1-1302(A) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert appraisal rights under this Part. If the corporation concludes that appraisal rights are or may be available, one of the following statements shall be included in the meeting notice sent to those record shareholders entitled to exercise appraisal rights:

(1) If the corporation wishes for shareholders to be subject to the requirements of R.S. 12:1-1321(A)(1):

"Appraisal rights allow a shareholder to avoid the effects of the proposed corporate action described in this notice by selling the shareholder's shares to the corporation at their fair value, paid in cash. To retain the right to assert appraisal rights, a shareholder is required by law: (1) to deliver to the corporation, before the vote is taken on the action described in this notice, a written notice of the shareholder's intent to demand appraisal if the corporate action proposed in this notice takes effect, and (2) not to vote, or cause or permit to be voted, in favor of the proposed corporate action any shares of the class or series for which the shareholder intends to assert appraisal rights. If a shareholder complies with those requirements, and the action proposed in this notice takes effect, the law requires the corporation to send to the shareholder an appraisal form that the shareholder must complete and return, and a copy of Part 13 of the Business Corporation Act, governing appraisal rights."

(2) If the corporation is waiving the requirements of R.S. 12:1-1321(A)(1):

"Appraisal rights allow a shareholder to avoid the effects of the proposed corporate action described in this notice by selling the shareholder's shares to the corporation at their fair value, paid in cash. To retain the right to assert appraisal rights, a shareholder is required by law not to vote, or cause or permit to be voted, in favor of the proposed corporation action any shares of the class or series for which the shareholder intends to assert appraisal rights. If a shareholder complies with the requirement, and the action proposed in this notice take effect, the law requires the corporation to send to the shareholder an appraisal form that the shareholder must complete and return, a copy of Part 13 of the Business Corporation Act, governing appraisal rights."

B. In a merger pursuant to R.S. 12:1-1105, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within ten days after the corporate action became effective and include the materials described in R.S. 12:1-1322.

C. Where any corporate action specified in R.S. 12:1-1302(A) is to be approved by written consent of the shareholders pursuant to R.S. 12:1-704.

(1) Written notice that appraisal rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, the following statement must be included in the notice:

"Appraisal rights allow a shareholder to avoid the effects of the proposed corporate action described in this notice by selling the shareholder's shares to the corporation at their fair value, paid in cash. To retain the right to assert appraisal rights, a shareholder is required by law not to sign any consent in favor of the proposed corporate action with respect to any shares of the class or series for which the shareholder intends to assert appraisal rights. If a shareholder complies with this requirement, and the corporate action proposed in this notice takes effect, the law requires the corporation to send to the shareholder an appraisal form that the shareholder must complete and return, and a copy of Part 13 of the Business Corporation Act, governing appraisal rights."

(2) Written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by R.S. 12:1-704(E) and (F), may include the materials described in R.S. 12:1-1322 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this Part and the following statement:

"Appraisal rights allow a shareholder to avoid the effects of the corporate action described in this notice by selling the shareholder's shares to the corporation at their fair value, paid in cash. A shareholder may obtain appraisal rights only by completing and returning an appraisal form that the law requires the corporation to send to the shareholder, and by complying with all other requirements of Part 13 of the Business Corporation Act, a copy of which is enclosed."

D. Where corporate action described in R.S. 12:1-1302(A) is proposed, or a merger pursuant to R.S. 12:1-1105 is effected, the notice referred to in Subsection A or C of this Section, if the corporation concludes that appraisal rights are or may be available, and in Subsection B of this Section shall be accompanied by both of the following:

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

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

E. The right to receive the information described in Subsection D of this Section may be waived in writing by a shareholder before or after the corporate action. If the information described in Subsection D of this Section is not publicly available, the shareholder who receives it owes a duty to the corporation to use and disclose the information only for purposes of deciding whether to exercise appraisal rights and for other proper purposes.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1200 — LA Code / Code revised-statutes / Title 12 / Section 1200
Officers and agents
Status: in_force

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

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1-703 — LA Code / Code revised-statutes / Title 12 / Section 1-703
Court-ordered meeting
Status: in_force

A. The district court of the parish where a corporation's principal office or, if none in this state, its registered office, is located may in a summary proceeding order a meeting to be held:

(1) On application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting.

(2) On application of a shareholder who signed a demand for a special meeting valid under R.S. 12:1-702, if either of the following conditions exist:

(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary.

(b) The special meeting was not held in accordance with the notice.

B. The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

C. For purposes of Paragraph (A)(1) of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-1326 — LA Code / Code revised-statutes / Title 12 / Section 1-1326
Procedure if shareholder dissatisfied with payment or offer
Status: in_force

A. A shareholder paid pursuant to R.S. 12:1-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under R.S. 12:1-1324. A shareholder offered payment under R.S. 12:1-1325 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

B. A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under Subsection A of this Section within thirty days after receiving the corporation's payment or offer of payment under R.S. 12:1-1324 or 1-1325, respectively, waives the right to demand payment under this Section and shall be entitled only to the payment made or offered pursuant to those respective Sections.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-124 — LA Code / Code revised-statutes / Title 12 / Section 1-124
Correcting filed document
Status: in_force

A. A domestic or foreign corporation may correct a document filed with the secretary of state if any of the following apply:

(1) The document contains an inaccuracy.

(2) The document was defectively signed, attested, sealed, verified, or acknowledged.

(3) The electronic transmission was defective.

B. A document is corrected by delivering to the secretary of state for filing articles of correction. The articles of correction shall do all of the following:

(1) Describe the document, including its filing date, or attach a copy of it to the articles.

(2) Specify the inaccuracy or defect to be corrected.

(3) Correct the inaccuracy or defect.

C. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1368 — LA Code / Code revised-statutes / Title 12 / Section 1368
Taxation
Status: in_force

A limited liability company created under this Chapter or entering the state pursuant to this Chapter shall pay such taxes as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign limited partnerships on an identical basis therewith. For state income and franchise tax purposes, a limited liability company shall be treated and taxed in the same manner that it is treated and taxed for federal income tax purposes.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2016 1ES, No. 12, §1, eff. March 10, 2016.
La. Rev. Stat. § 12:424 — LA Code / Code revised-statutes / Title 12 / Section 424
Waiver of notice
Status: in_force

Whenever any notice is required to be given under the provisions of this Part or under the provisions of the articles of incorporation or by-laws of a cooperative, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice. If a person or persons entitled to notice of a meeting attends such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened.

Renumbered from R.S.1950, §12:324 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-127 — LA Code / Code revised-statutes / Title 12 / Section 1-127
Evidentiary effect of copy of filed document
Status: in_force

[Reserved.]

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

A. If a corporate action requiring appraisal rights under R.S. 12:1-1302(A) becomes effective, the corporation must send a written appraisal notice and the form required by Paragraph (B)(1) of this Section to all shareholders who satisfy the requirements of R.S. 12:1-1321(A) or R.S. 12:1-1321(B). In the case of a merger under R.S. 12:1-1105, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

B. The appraisal notice must be delivered no earlier than the date the corporate action specified in R.S. 12:1-1302(A) became effective, and no later than ten days after such date, and must do all of the following:

(1) Supply a form that requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction.

(2) State all of the following:

(a) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under Subparagraph (B)(2)(b) of this Section.

(b) A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the appraisal notice is sent pursuant to Subsection A of this Section, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.

(c) The corporation's estimate of the fair value of the shares.

(d) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in Subparagraph (B)(2)(b) of this Section the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

(e) The date by which the notice to withdraw under R.S. 12:1-1323 must be received, which date must be at least twenty days after the date specified in Subparagraph (B)(2)(b) of this Section.

(3) Be accompanied by a copy of this Part.

C. A corporation may elect to withhold payment as permitted by R.S. 12:1-1325 only if the form required by Subsection B of this Section does both of the following:

(1) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action.

(2) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1350 — LA Code / Code revised-statutes / Title 12 / Section 1350
Registered agent; registered office; principal business establishment; keeping of records by foreign limited liability company
Status: in_force

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

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

(a) An individual resident in this state whose business office is identical to the limited liability company's registered office.

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

(c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical to such registered office, and which is authorized by its articles or certificate of incorporation or organization to act as an agent of a limited liability company for service of process, and which has on file with the secretary of state a certificate setting forth the names of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.

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

B.(1) A foreign limited liability company authorized to transact business in this state may change its registered office or its registered agent upon filing in the office of the secretary of state a statement setting forth the following:

(a) The name of the limited liability company.

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

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

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

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

(3) The statement shall be executed in the name of the limited liability company by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company, by authentic act or acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, as the case may be, shall become effective.

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

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

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

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

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

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2003, No. 368, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:314.1 — LA Code / Code revised-statutes / Title 12 / Section 314.1
Authority to investigate; penalty
Status: in_force

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

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

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

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

Acts 1988, No. 513, §1.
La. Rev. Stat. § 12:1-803 — LA Code / Code revised-statutes / Title 12 / Section 1-803
Number and election of directors
Status: in_force

A. A board of directors must consist of one or more individuals. The number of directors shall be fixed by or in accordance with the articles of incorporation or, if not so fixed, shall be the number fixed by or in accordance with the bylaws. If not fixed by or in accordance with the articles or the bylaws, the number of directors shall be the number elected from time to time by the shareholders and, if directors have not been elected by the shareholders, the number of directors shall be the number of directors named as initial directors in the articles of incorporation.

B. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

C. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under R.S. 12:1-806.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1851 — LA Code / Code revised-statutes / Title 12 / Section 1851
Legislative finding; public purpose
Status: in_force

A. Louisiana is currently experiencing a crisis in the availability and affordability of insurance for churches and nonprofit religious organizations. Louisiana property owners and their insurers sustained catastrophic losses in 2020 and 2021 from hurricanes Laura, Delta, Zeta, and Ida. As the result of their losses and their assessment of the risk of loss from future storms, many insurers, including the largest insurer of churches, have substantially reduced their participation in the voluntary market for property insurance. With fewer insurers in the voluntary market, competitive pressure on premium rates is reduced. Current underwriting practices have resulted in a substantial increase in the number of Louisiana churches that are forced to obtain their property insurance coverage or their wind and hail coverage from Louisiana Citizens Property Insurance Corporation, if they can indeed find coverage.

B. Increased premiums and assessments make property insurance coverage unaffordable for some churches and nonprofit religious organizations. Due to the fact that property insurance is often unavailable or unaffordable, many churches and nonprofit religious organizations are being forced to sell or abandon their churches and religious buildings or are prevented from restoring storm-damaged properties.

C. Throughout Louisiana, churches and other religious organizations are the bedrock that holds many communities together. In addition to providing spiritual and emotional support for their membership in times of crisis, churches and other nonprofit religious organizations provide services to the needy such as soup kitchens, food pantries, orphanages, adoption services, and foster care. Churches and other nonprofit religious organizations provide mentorship for the youth, assistance to the elderly, and disaster relief services when hurricanes and tornadoes strike. Churches and other nonprofit religious organizations also provide much-needed hope, help, and services for those individuals in addiction recovery. Church-supported nonviolent offender programs at places such as the Louisiana State Penitentiary at Angola have greatly reduced violence in these facilities and greatly reduced recidivism rates in the state. This voluminous list of services, most of which are provided free of charge to the community, results in the savings of untold millions of dollars each year to state and local taxpayers.

D. The availability of property insurance for churches and other nonprofit religious organizations at a reasonable cost is essential to the well-being of the state. Churches and other religious organizations cannot invest in, and lenders will not finance, the construction and ownership of churches and religious buildings without adequate property insurance protection. The state has a vital interest in fostering the availability of property insurance at reasonable costs for churches and other religious organizations.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:303 — LA Code / Code revised-statutes / Title 12 / Section 303
Name of authorized foreign corporation
Status: in_force

A. No certificate of authority shall hereafter be issued to a foreign corporation unless its corporate name:

(1) Contains the word "Corporation", "Incorporated" or "Limited," or an abbreviation of any of these words, or the word "Company" or the abbreviation "Co." if not immediately preceded by "and" or "&", or unless the corporation shall, for use in this state, add at the end of its name one of such words or abbreviations;

(2) Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation, or that it is authorized or empowered to conduct the business of banking, insurance underwriting or operating a homestead or building and loan association, or to engage in the practice of law; and

(3) Is not, subject to the exceptions provided in R.S. 12:1-401(C), the same as or nondistinguishable upon the records of the secretary of state from the name of any business or nonprofit corporation organized under the laws of this state or of any foreign corporation authorized to transact business in this state, a trade name registered with the secretary of state, or a name the exclusive right to which is, at the time, reserved in the manner provided in Chapter 1 of this Title. In order to obviate this objection, a corporation may add some distinguishing term to its name for use in this state. No corporation shall include the phrase "doing business as" or the abbreviation "d/b/a" as part of the distinguishing term.

B. Whenever a foreign corporation which is authorized to transact business in this state, shall on or after January 1, 1969, change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be deemed suspended, and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state or until it has added some distinguishing term upon the records of the secretary of state to its name for use in this state.

C. 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 the 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.

Acts 1968, No. 105, §1; Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 2001, No. 631, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:57 — LA Code / Code revised-statutes / Title 12 / Section 57
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2005, No. 97, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:448 — LA Code / Code revised-statutes / Title 12 / Section 448
Articles of association
Status: in_force

A. Each association formed under this Part shall prepare and file articles of association, setting forth:

(1) The name of the association, and the location and post-office address of its registered office, and the name and post-office addresses of its registered agents.

(2) The purposes for which it is formed.

(3) The term for which it is to exist, not exceeding fifty years.

(4) The number of directors thereof, which must not be less than five but may be any number in excess thereof, and the term of office of such directors.

(5) If organized without capital stock, whether the property rights and interest of members shall be equal or unequal; the articles shall set forth the general rule or rules applicable to all members by which property rights and interests, respectively, of each member may and shall be determined and fixed; and provision to be made for the admission of new members, who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules.

(6) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof. The capital stock may be divided into preferred and common stock. If so divided, the articles of association must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted.

B. The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments. The articles shall be filed for record in the office of the secretary of state, and thereafter shall be filed and recorded in the clerk of court's office in the parish where the registered office of the association is located. Corporate existence shall begin as soon as the articles shall have been filed and recorded as hereinabove provided.

Acts 1989, No. 103, §1.
La. Rev. Stat. § 12:1153 — LA Code / Code revised-statutes / Title 12 / Section 1153
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 veterinary 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 Veterinary Medicine Corporation," "A Professional Corporation" or "A Veterinary Medicine Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1-1103 — LA Code / Code revised-statutes / Title 12 / Section 1-1103
Share exchange
Status: in_force

A. Through a share exchange, either of the following may occur:

(1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of an eligible entity, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or for cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

(2) All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or eligible entity, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or for cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

B. A foreign corporation or foreign eligible entity may be a party to a share exchange only if the share exchange is permitted by the organic law governing the foreign corporation or foreign eligible entity and only if the requirements of that law concerning the share exchange have been satisfied.

C. The plan of share exchange must include all of the following:

(1) The name of each corporation or eligible entity whose shares or interests will be acquired and the name of the corporation or eligible entity that will acquire those shares or interests.

(2) The terms and conditions of the share exchange.

(3) The manner and basis of exchanging shares of a corporation or interests in an eligible entity whose shares or interests will be acquired under the share exchange into shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.

(4) Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any such party.

D. Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).

E. The plan of share exchange may also include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change either of the following:

(1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, or the cash or other property, to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange.

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

F. This Section does not limit the power of any person to acquire shares of another corporation or interests in an eligible entity in a transaction other than a share exchange.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1434 — LA Code / Code revised-statutes / Title 12 / Section 1-1434
Election to purchase in lieu of dissolution
Status: in_force

A. In a proceeding under R.S. 12:1-1430(A)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this Section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

B.(1) An election to purchase pursuant to this Section may be filed with the court at any time within ninety days after the filing of the petition under R.S. 12:1-1430(A)(2) or at such later time as the court in its discretion may allow or as all shareholders of the corporation may agree.

(2) If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this Section.

(3) Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs.

(4) After an election has been filed by the corporation or one or more shareholders, the proceeding under R.S. 12:1-1430(A)(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.

(5) If an election to purchase is filed by the corporation within ninety days after the filing of the petition under R.S. 12:1-1430(A)(2), the corporation's election shall be given precedence over any shareholder election filed within the same period, even if the shareholder's election is filed before that of the corporation.

(6) If the court allows both the corporation and one or more shareholders to file an election after the expiration of the ninety-day period, the court shall direct how the purchase of shares is to be allocated among the electing parties.

C. If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.

D. If the parties are unable to reach an agreement as provided for in Subsection C of this Section, the court, upon application of any party, shall stay the R.S. 12:1-1430(A)(2) proceedings and determine the fair value of the petitioner's shares as of the day before the date on which the petition under R.S. 12:1-1430(A)(2) was filed or as of such other date as the court deems appropriate under the circumstances.

E. Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed.

F. Upon entry of an order under Subsections C or E of this Section, the court shall dismiss the petition to dissolve the corporation under R.S. 12:1-1430(A)(2), and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court which shall be enforceable in the same manner as any other judgment.

G. The purchase ordered pursuant to Subsection E of this Section shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to R.S. 12:1-1402 and 1-1403, which articles must then be adopted and filed within fifty days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with the provisions of R.S. 12:1-1405 through 1-1407, and the order entered pursuant to Subsection E of this Section shall no longer be of any force or effect, except that the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

H. Any payment by the corporation pursuant to an order under Subsections C or E of this Section is subject to the provisions of R.S. 12:1-640.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1370 — LA Code / Code revised-statutes / Title 12 / Section 1370
Voting trusts
Status: in_force

A. One or more members of a limited liability company may, pursuant to an agreement in writing, transfer voting shares to any one or more persons or company 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 time 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 members to vote on the extension. At least a majority in interest of all depositing members, 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 member may at any time transfer his voting 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 voting 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 limited liability company, 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 a membership interest under the provisions of R.S. 12:1330.

E. The trustee or trustees shall possess all voting and other rights pertaining to the shares 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, the following shall apply:

(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 by the will of the majority of the trustees, unless the voting trust agreement appointing the trustees directs that the shares shall be voted in some other way. When, in any case, the trustees are equally divided as to the manner of voting shares transferred jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the trustees or by any member, appoint an additional person to act with the trustees in determining the manner in which the shares shall be voted on the particular questions as to which the trustees are divided.

(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 of shares represented by each certificate held by them, and the dates when they became the owners of the shares. 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 registered office of the limited liability company. The duplicate and the record of voting trust certificate holders shall be subject to the same right of inspection by a member or a holder of a voting trust certificate, in person or by agent or attorney, as are the records of the limited liability company under R.S. 12:1319.

Acts 2014, No. 261, §1.
La. Rev. Stat. § 12:451 — LA Code / Code revised-statutes / Title 12 / Section 451
General and special meetings; how called
Status: in_force

In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten per cent of the members, by petition setting forth the specific business to be brought before the association, may demand a special meeting at any time. Such meeting thereupon shall be called by the directors. Notice of each meeting, together with a statement of the purpose thereof, shall be mailed to each member at least five days prior to the meeting; provided, however, that the bylaws may require, instead, that such notice may be given by publication in a newspaper of general circulation, published at the location of the registered office of the association.

Renumbered from R.S.1950, §12:361 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:955 — LA Code / Code revised-statutes / Title 12 / Section 955
Applications for membership; loans to corporation
Status: in_force

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board.

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:

(1) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section.

(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten times the amount then paid in on the outstanding capital stock of the corporation.

(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed:

(a) Twenty percent of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned.

(b) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the state insurance commissioner; two and one half percent of the capital and surplus of commercial banks and trust companies; one half of one percent of the total outstanding loans made by savings and loan associations, and building and loan associations; two and one half percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; two and one half percent of the unassigned surplus of mutual insurance companies, except fire insurance companies; one tenth of one percent of the assets of fire insurance companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions.

(4) Subject to Subparagraph (a) of Paragraph (3) of this section, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion to the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call.

(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.

Acts 1969, No. 49, §5.
La. Rev. Stat. § 12:1-1340 — LA Code / Code revised-statutes / Title 12 / Section 1-1340
Other remedies limited
Status: in_force

A. The legality of a proposed or completed corporate action described in R.S. 12:1-1302(A) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in any proceeding commenced by a shareholder after the shareholders have approved the corporate action.

B. The appraisal rights provided by this Part are the exclusive remedy of a shareholder in connection with a corporate action for which R.S. 12:1-1302 makes appraisal rights available if either of the following conditions is satisfied:

(1) The shareholder is not subject to the requirements of R.S. 12:1-1321(A)(1) concerning the delivery of a written notice of the shareholder's intent to assert appraisal rights.

(2) The corporation waives the requirements of R.S. 12:1-1321(A)(1).

C. If Subsection B of this Section makes appraisal rights the exclusive remedy of a shareholder, then the shareholder shall not have any other cause of action for damages or for any other form of relief against the corporation, or any director, officer, employee, agent, or controlling person of the corporation, in connection with the corporate action for which R.S. 12:1-1302 makes appraisal rights available.

D. If the corporation waives the requirements of R.S. 12:1-1321(A)(1), a shareholder may assert appraisal rights without complying with those requirements. A corporation waives the requirements of R.S. 12:1-1321(A)(1) by sending shareholders the notice specified in R.S. 12:1-1320(A)(2).

E. Subsections A, B, and C of this Section do not apply to a corporate action that is any of the following:

(1) Not authorized and approved in accordance with the applicable provisions of any of the following:

(a) Part 9, 10, 11, or 12 of this Chapter.

(b) The articles of incorporation or bylaws.

(c) The resolution of the board of directors authorizing the corporate action.

(2) [Reserved.]

(3) [Reserved.]

(4) Approved by less than unanimous consent of the voting shareholders pursuant to R.S. 12:1-704 if both of the following requirements are met:

(a) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected.

(b) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

F. Subsections B and C of this Section do not affect any right of a shareholder that is provided by the terms of the corporate action itself if the shareholder does not assert, or loses the right to enforce, appraisal rights under this Part.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:262.1 — LA Code / Code revised-statutes / Title 12 / Section 262.1
Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state
Status: in_force

A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation.

B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds:

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

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

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

C. The corporation shall not be revoked if the corporation places itself in good standing.

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

E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. The secretary of state may prescribe and furnish forms for the reinstatement and annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation's secretary to contain the signatures of all of the shareholders, shall also be filed with the application for reinstatement.

(2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation's secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred.

(3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238.

F.(1) As used in this Subsection, the phrase "not in good standing" means any corporation which is more than twelve months delinquent in filing an annual report.

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

G. Any revocation of a corporation's articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred.

H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section.

Acts 1995, No. 309, §1; Acts 1997, No. 298, §1; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2020, No. 50, §1, eff. June 5, 2020.
La. Rev. Stat. § 12:1082 — LA Code / Code revised-statutes / Title 12 / Section 1082
Merger and consolidation
Status: in_force

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

Added by Acts 1977, No. 730, §1.