La. Rev. Stat. § 12:135 — LA Code / Code revised-statutes / Title 12 / Section 135
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1990, No. 613, §1; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-742.3 — LA Code / Code revised-statutes / Title 12 / Section 1-742.3
Venue in derivative proceeding
Status: in_force

A derivative proceeding shall be brought in the parish where the registered office of the corporation is located.

Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1-304 — LA Code / Code revised-statutes / Title 12 / Section 1-304
Ultra vires
Status: in_force

A. Except as provided in Subsection B of this Section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

B. A corporation's power to act may be challenged in any of the following:

(1) A proceeding by a shareholder against the corporation to enjoin the act.

(2) A proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against a current or former director, officer, employee, or agent of the corporation.

(3) A proceeding by the attorney general under R.S. 12:1-1430.

C. In a shareholder's proceeding under Paragraph (B)(1) of this Section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act if equitable, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party to the proceeding because of enjoining the unauthorized act. If an act to be enjoined in the proceeding is the performance of a duty owed by the corporation under the terms of a contract to which the corporation is a party, the court may enjoin the act only if the other parties to the contract are joined in the proceeding.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:810 — LA Code / Code revised-statutes / Title 12 / Section 810
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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:910 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1190 — LA Code / Code revised-statutes / Title 12 / Section 1190
Terms defined
Status: in_force

A. As used in this Chapter, "professional occupational therapy corporation" means a corporation organized pursuant to this Chapter for the practice of occupational therapy.

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1-1423 — LA Code / Code revised-statutes / Title 12 / Section 1-1423
:1-1423 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:121 — LA Code / Code revised-statutes / Title 12 / Section 121
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1970, No. 50, §§10, 11, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2014.
La. Rev. Stat. § 12:1303 — LA Code / Code revised-statutes / Title 12 / Section 1303
Powers
Status: in_force

A. All limited liability companies, regardless of date of organization, shall have the powers, rights, and privileges provided for a corporation organized under the Business Corporation Law (R.S. 12:1 et seq.), and provided for a partnership organized under Title XI of Book III of the Louisiana Civil Code.

B. Without limiting the grant of powers, rights, and privileges contained in Subsection A of this Section, every limited liability company shall have perpetual existence, unless a limited period of duration is stated in the articles of organization.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1997, No. 717, §1, eff. July 8, 1997.
La. Rev. Stat. § 12:1357 — LA Code / Code revised-statutes / Title 12 / Section 1357
Merger or consolidation
Status: in_force

Any one or more domestic limited liability companies may merge or consolidate with or into a domestic limited liability company, partnership in commendam, partnership, or business or nonprofit corporation. Any one or more domestic limited liability companies, partnerships in commendam, partnerships, or business or nonprofit corporations may merge or consolidate with or into a domestic limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
La. Rev. Stat. § 12:139 — LA Code / Code revised-statutes / Title 12 / Section 139
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. § 12:516 — LA Code / Code revised-statutes / Title 12 / Section 516
Disposition of assets
Status: in_force

The net assets of the unincorporated nonprofit association shall be disposed of in the same manner as the net assets of a religious or charitable nonprofit corporation, as set forth in R.S. 12:249. Preference shall be accorded to state or local chapters, branches, or lodges of the same association, and then to associations or nonprofit corporations which were affiliated with the dissolved association, unless the articles or bylaws of the association expressly authorize some other disposition of its assets upon dissolution.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:423 — LA Code / Code revised-statutes / Title 12 / Section 423
Recordation of mortgages and conveyances
Status: in_force

Notwithstanding the provisions of any other Part, upon the recordation as a mortgage on real property of any mortgage, deed of trust, or other instrument executed by a cooperative or foreign corporation authorized to transact business in this state pursuant to this Part, which, by its terms creates a lien upon both real and personal property then owned or after-acquired, the lien thereof shall attach to all property of such cooperative then owned, described in such mortgage, deed of trust or other instrument and to all after-acquired property described therein immediately upon the acquisition thereof by such cooperative and the lien so created shall be superior to all claims of creditors of such cooperative and purchasers of such property and to all other liens affecting such property, except liens of prior record.

Renumbered from R.S.1950, §12:323 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:429 — LA Code / Code revised-statutes / Title 12 / Section 429
Construction
Status: in_force

This Part shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things.

Renumbered from R.S.1950, §12:329 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-1009 — LA Code / Code revised-statutes / Title 12 / Section 1-1009
Effect of amendment
Status: in_force

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:35 — LA Code / Code revised-statutes / Title 12 / Section 35
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Added by Acts 1982, No. 442, §1, eff. July 21, 1982. Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1101 — LA Code / Code revised-statutes / Title 12 / Section 1-1101
Definitions
Status: in_force

As used in this Part, the following meanings shall apply:

A. "Merger" means a business combination pursuant to R.S. 12:1-1102.

B. "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will do any of the following:

(1) Merge under a plan of merger.

(2) Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange.

(3) Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange.

C. "Share exchange" means a business combination pursuant to R.S. 12:1-1103.

D. "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-855 — LA Code / Code revised-statutes / Title 12 / Section 1-855
Determination and authorization of indemnification
Status: in_force

A. A corporation may not indemnify a director under R.S. 12:1-851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in R.S. 12:1-851.

B. The determination shall be made by one of the following:

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

(2) By special legal counsel selected using either of the following means:

(a) Selected in the manner prescribed in Paragraph (B)(1) of this Section.

(b) If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate.

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

C. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under Subparagraph (B)(2)(b) of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-501 — LA Code / Code revised-statutes / Title 12 / Section 1-501
Registered office and registered agent
Status: in_force

Each corporation shall continuously maintain in this state both of the following:

(1) A registered office that may be, but need not be, the same as any of its places of business.

(2) A registered agent, who may be either of the following:

(a) An individual who resides in this state.

(b) A domestic or foreign corporation or other eligible entity that does all of the following:

(i) Continuously maintains an office in this state and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in this state.

(ii) Files with the secretary of state a statement setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.

(iii) Acts as the agent of a corporation for service of process as authorized by its organizational documents

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2020, No. 50, §1, eff. June 5, 2020.
La. Rev. Stat. § 12:1178 — LA Code / Code revised-statutes / Title 12 / Section 1178
Contracts
Status: in_force

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

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

C. Civil, mechanical, or electrical engineering services or those of any other discipline of professional engineering which the Louisiana Professional Engineering and Land Surveying Board may specify, and which are rendered on behalf of an architectural-engineering corporation, must be performed by or under the direct supervision of a natural person duly licensed to practice engineering in this state and having been listed as practicing in that respective discipline of engineering.

D. A contract to provide any services by an architectural-engineering corporation which at any time during the existence of the contract fails to comply with the requisites of this Chapter shall be voidable by any other party thereto.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
La. Rev. Stat. § 12:213 — LA Code / Code revised-statutes / Title 12 / Section 213
Issuance of shares; consideration
Status: in_force

A. Par-value shares may be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed by the board of directors. Shares without par value may be issued initially for such consideration expressed in dollars as may be fixed by the board of directors, or by the members by vote of a majority in interest of the voting members present, if the articles reserve to the members the right to fix the consideration. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the board of directors.

B. Shares issued (1) pursuant to exercise of conversion rights, (2) in exchange for, or in respect of, outstanding shares pursuant to a reclassification of stock, or (3) in a merger or consolidation as provided in the merger or consolidation agreement, shall be considered as fully paid when so issued.

C. The consideration for shares shall be paid in cash or in corporeal or incorporeal property, or services actually rendered to the corporation, the fair value of which is not less than the dollar amount of the consideration fixed for the shares, before the shares are issued. Upon payment of the consideration fixed therefor, such shares shall be considered as fully paid. Cash consideration for shares may not be paid by the purchaser's note, secured or unsecured, or uncertified check; and in case of delivery of such a note or check in payment for shares, the shares shall not be issued until the note or check has been paid in full.

D. Solely for the purpose of determining whether shares have been paid for fully, the valuation placed by the directors or members, as the case may be, upon the consideration other than cash paid therefor shall be conclusive.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:406 — LA Code / Code revised-statutes / Title 12 / Section 406
Articles of incorporation
Status: in_force

A. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this Part. The articles shall be executed by authentic act, signed by each of the incorporators, and shall state the following:

(1) The name of the cooperative.

(2) The address of its principal office.

(3) The names and addresses of the incorporators.

(4) The names and addresses of the persons who shall constitute its first board of directors.

(5) Its duration.

(6) Any provisions not inconsistent with this Part considered necessary or advisable for the conduct of its business and affairs, including any provision authorized by R.S. 12:1-202(B)(5).

B. The articles of incorporation shall be submitted to the Secretary of State for filing as provided in this Part.

C. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate power vested in a cooperative under this Part.

Renumbered from R.S.1950, §12:306 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1987, No. 261, §2, eff. July 3, 1987; Acts 2020, No. 50, §1, eff. June 5, 2020.
La. Rev. Stat. § 12:1863 — LA Code / Code revised-statutes / Title 12 / Section 1863
Examination
Status: in_force

A. The department shall, at least once every five years, conduct an examination of the group self-insurance fund and at such other times as the department deems it necessary.

B. If an examination is needed, the department shall appoint one or more examiners to perform the examination and instruct them as to the scope of the examination. In performing its examination, the examiner or examiners shall observe the guidelines and procedures deemed appropriate by the department.

C. The provisions of this Chapter shall not be construed to limit the department's authority to use any final or preliminary examination report, any examiner or fund work papers or other documents, or any other information discovered or developed during the course of any examination in the furtherance of any legal or regulatory action which the department may consider appropriate.

D. The provisions of this Chapter shall not be construed to limit the authority of the department to terminate or suspend any examination in order to pursue other legal or regulatory action pursuant to the applicable laws of this state. Findings of fact and conclusions made pursuant to any examination shall be prima facie evidence in any legal or regulatory action.

E. In conducting its examination, the department shall examine the affairs, transactions, accounts, records, documents, and assets of the authorized group self-insurance fund. For the purpose of ascertaining its condition or compliance with this Chapter, the department may examine the accounts, records, documents, and transactions of all of the following persons:

(1) Any insurance agent, solicitor, or broker, but only insofar as the accounts, records, documents, and transactions relate to group self-insurance funds.

(2) Any person having a contract under which the person enjoys, in fact, the exclusive or dominant right to manage or control the group self-insurance fund.

F. The group self-insurance fund being examined, and its officers, trustees, employees, administrators, and representatives, shall produce and make freely accessible to the department the accounts, records, documents, and files in its possession or control relating to the subject of the examination and shall otherwise facilitate the examination.

G. The department may take depositions, subpoena witnesses or documentary evidence, administer oaths, and examine under oath any individual relative to the affairs of the group self-insurance fund being examined. Any person who testifies falsely or makes any false affidavit during the course of an examination shall be guilty of perjury.

H. If the department conducts an examination or investigation pursuant to this Chapter, all expenses incurred by the department, including the expenses and fees of examiners, auditors, accountants, actuaries, attorneys, or clerical or other assistants who are employed by the department to make the examination, shall be paid by the group self-insurance fund.

I. The department may recover all expenses incurred from time to time for the examination or investigation of any person or entity acting as an administrator or third-party administrator in this state for the group self-insurance fund.

J. The department shall employ the examiners, auditors, accountants, actuaries, attorneys, and clerical or other assistants as are necessary to conduct the examination and to compile and prepare a report thereon, and the compensation for such examination shall be fixed according to the time actually devoted to the work, including conducting the examination and compiling the report thereon, as required by law. Compensation paid pursuant to this Subsection shall be reasonable and commensurate with the value of the services performed.

K. Upon completion of the examination of the group self-insurance fund or at stated periods during an examination, the department shall forward to the group self-insurance fund a statement showing the amount of expenses incurred in the examination to the date of the statement. Upon receipt, the group self-insurance fund shall pay the amount of expenses to the department.

L. After the receipt of the billing, if the group self-insurance fund considers the amount of expenses billed to it unreasonable or contrary to the provisions of this Chapter, the fund, within fifteen days, may file a rule to show cause in a court of competent jurisdiction upon the department as to the reasonableness and legality of the amount of expenses billed to it by the department. The rule to show cause shall be tried in court by preference as to scheduling and, upon appeal, shall be given preference in the appellate court as provided by the law in the same manner as that given to the state for other state cases.

M. If the group self-insurance fund fails or refuses to pay the expenses of examination as billed by the department after fifteen days from the receipt of the billing or after final judgment of the court where a rule has been filed as provided in this Chapter, then the department may suspend or revoke the certificate of authority of such group self-insurance fund to do business in this state until the full amount of the bill is paid.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:405 — LA Code / Code revised-statutes / Title 12 / Section 405
Incorporators
Status: in_force

Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.

Renumbered from R.S.1950, §12:305 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-823 — LA Code / Code revised-statutes / Title 12 / Section 1-823
Waiver of notice
Status: in_force

A. A director may waive any notice required by this Subpart, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by Subsection B of this Section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

B. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless one of the following occurs:

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

(2) The objection is to the consideration of an item of business outside the scope of the purposes stated in the notice of the meeting and the director objects to the consideration of that item promptly after the item is first raised for consideration at the meeting.

C. A director who objects in accordance with Subsection B of this Section, but who then participates in the meeting or votes in favor of one or more actions at the meeting, does not waive the objection except with respect to those actions at the meeting that the director votes to approve.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-805 — LA Code / Code revised-statutes / Title 12 / Section 1-805
Terms of directors generally
Status: in_force

A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

B. The terms of all other directors expire at the next, or if their terms are staggered in accordance with R.S. 12:1-806, at the applicable second or third, annual shareholders' meeting following their election, except to the extent provided in a bylaw authorized by R.S. 12:1-1022 or a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.

C. A decrease in the number of directors does not shorten an incumbent director's term.

D. The term of a director elected to fill a vacancy expires when the term of that director's predecessor in office would have expired had the vacancy not occurred.

E. Except to the extent otherwise provided in the articles of incorporation or a bylaw authorized by R.S. 12:1-1022, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.

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

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

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

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

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:907 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1163 — LA Code / Code revised-statutes / Title 12 / Section 1163
Dissolution
Status: in_force

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

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:455 — LA Code / Code revised-statutes / Title 12 / Section 455
Removal of officer or director
Status: in_force

A. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten per cent of the members, requesting the removal of the officer or director in question. The question of such removal shall be voted upon at the next regular or special meeting of the association and, by vote of the majority of the members, the association may remove the officer or director and fill the vacancy. The officer or director against whom such charges have been brought shall be informed in writing of the charges a reasonable time previous to the meeting, and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person or persons so bringing charges against him shall have the same opportunity. But such officer or director may be suspended by a vote of two-thirds of the directors, pending the hearing of such charges.

B. If the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for removal of an officer or director must be signed by twenty per cent of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the officer or director. By a vote of the majority of the members of that district, the officer or director in question shall be removed from office.

Renumbered from R.S.1950, §12:365 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:263 — LA Code / Code revised-statutes / Title 12 / Section 263
Fees
Status: in_force

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

(1) For filing and recording articles of incorporation.

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

(3) For filing and recording dissolution proceedings.

(4) For filing and recording reinstatement proceedings.

(5) For filing and recording merger proceedings.

B.(1) This fee shall include all certificates and certified copies which are required for filing with the clerks of court. Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.

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

Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1, eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 2008, No. 913, §2.
La. Rev. Stat. § 12:1-801 — LA Code / Code revised-statutes / Title 12 / Section 1-801
Requirement for and functions of board of directors
Status: in_force

A. Except as provided in R.S. 12:1-732, each corporation must have a board of directors.

B. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under R.S. 12:1-732.

C. In the case of a public corporation, the board's oversight responsibilities include attention to all of the following:

(1) Business performance and plans.

(2) Major risks to which the corporation is or may be exposed.

(3) The performance and compensation of senior officers.

(4) Policies and practices to foster the corporation's compliance with law and ethical conduct.

(5) Preparation of the corporation's financial statements.

(6) The effectiveness of the corporation's internal controls.

(7) Arrangements for providing adequate and timely information to directors.

(8) The composition of the board and its committees, taking into account the important role of independent directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.8 — LA Code / Code revised-statutes / Title 12 / Section 499.8
Articles or by-laws
Status: in_force

The articles or by-laws may provide for any of the following:

(1) Election of directors and other officials by unit or district.

(2) Voting by stockholders on the basis of one vote per member or one vote per dwelling unit rather than one vote per share.

(3) That any action required or permitted to be taken at a meeting of stockholders may be taken by mail ballot.

(4) A method of membership representation of stockholders at meetings by delegates from units or districts, provided that delegates be proportional to the number of members in each unit or district.

(5) Redemption or recall of stock.

(6) Termination of membership rights and privileges of a stockholder.

(7) Standards for eligibility to become a stockholder.

(8) The allocation of net savings among the uses permitted in R.S. 12:499.9.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-1603 — LA Code / Code revised-statutes / Title 12 / Section 1-1603
Scope of inspection right
Status: in_force

A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.

B. The right to copy records under R.S. 12:1-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if electronic transmission is available and requested by the shareholder.

C. The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.

D. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents requested by the shareholder. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:202.1 — LA Code / Code revised-statutes / Title 12 / Section 202.1
Limitation on formation; exceptions
Status: in_force

A. Notwithstanding any other provisions of this Chapter or of any other law, no state board, commission, or department, nor any other persons, acting on behalf of such state board, commission, or department, shall incorporate or cause to be incorporated any nonprofit corporation that has for its purpose any public or quasi-public function or any function for the benefit of or in connection with any public agency, purpose or function, if in the exercise of any part of the functions of the corporation any bonds or other evidences of indebtedness of the corporation are or may be issued, unless the purpose for which the corporation is to be created; the amount of bonds to be issued; the method of financing said bonds, including but not restricted to the term of the bonds, the interest and other charges to be paid with respect to the bonds, and the purposes for which the bonds are to be issued shall have been first submitted to and approved by the legislature.

B. The provisions of this section shall not apply to or affect the validity of such entities formed and approved or ratified prior to July 31, 1968, and shall not affect R.S. 44:8.

C. Repealed by Acts 2005, No. 463, §2, eff. Jan. 1, 2006.

D. The prohibition of this Section shall have no application to local political subdivisions of the state with a population in excess of one hundred fifty thousand or Plaquemines Parish, nor to their respective boards, commissions, and departments. Any provision of this Section or other provision of law notwithstanding, a quasi-public nonprofit corporation may be created by any such political subdivision of the state or Plaquemines Parish under the general nonprofit corporation law of Louisiana with all powers pertaining thereto, including the right to issue negotiable revenue bonds not to exceed fifteen million dollars with interest thereon not to exceed eight percent per annum which shall be exempted from taxation and which bonds shall constitute negotiable instruments within the meaning of the negotiable instruments law of the state of Louisiana; all properties and assets of whatever nature and description owned or operated by said nonprofit corporation shall be exempted from state and local taxation, including ad valorem taxation; and the governing authority of such quasi-public nonprofit corporation shall be subject to the requirements and provisions of the public contract law, the Open Meetings Law, and the Public Records Law of the state of Louisiana.

E. The provisions of this Section shall not apply to the Louisiana Citizens Property Insurance Corporation which was created and is governed by Chapter 15 of Title 22 of the Louisiana Revised Statutes of 1950.

F. The provisions of this Section shall not apply to the Louisiana Utilities Restoration Corporation which was created and is governed by Part VIII of Chapter 9 of Title 45 of the Louisiana Revised Statutes of 1950.

Added by Acts 1968, No. 326, §§1, 2. Amended by Acts 1970, No. 557, §1; Acts 1978, No. 203, §1, eff. June 29, 1978; Acts 1979, No. 122, §1, eff. June 29, 1979; Acts 2004, No. 581, §1, eff. July 1, 2004; Acts 2005, No. 463, §2, eff. Jan. 1, 2006; Acts 2006, 1 st Ex. Sess., No. 13, §1, eff. Feb. 23, 2006; Acts 2007, No. 55, §1, eff. June 18, 2007; Acts 2008, No. 415, §2, eff. Jan. 1, 2009; Acts 2010, No. 861, §5; Acts 2025, No. 331, §1.
La. Rev. Stat. § 12:1-825 — LA Code / Code revised-statutes / Title 12 / Section 1-825
Committees
Status: in_force

A. Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. If the board of directors appoints a person who is not a director, that person may serve only in an advisory capacity and shall not be a member of the committee for purposes of any reference by this Chapter to a committee or to one or more members of a committee.

B. Unless this Chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of the following:

(1) A majority of all the directors in office when the action is taken.

(2) The number of directors required by the articles of incorporation or bylaws to take action under R.S. 12:1-824.

C. R.S. 12:1-820 through 1-824 apply both to committees of the board and to their members.

D. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under R.S. 12:1-801.

E. A committee may not do any of the following:

(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors.

(2) Approve or propose to shareholders action that this Chapter requires be approved by shareholders.

(3) Fill vacancies on the board of directors or, subject to Subsection G of this Section, on any of its committees.

(4) Adopt, amend, or repeal bylaws.

F. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in R.S. 12:1-830.

G. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1064 — LA Code / Code revised-statutes / Title 12 / Section 1064
Regulation by Louisiana State Board of Chiropractic Examiners
Status: in_force

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1-1410 — LA Code / Code revised-statutes / Title 12 / Section 1-1410
Certain sections in Subpart A applicable to all dissolved corporations
Status: in_force

R.S. 12:1-1405 through 1-1409 apply to a dissolved corporation regardless of whether the dissolution is voluntary or judicial.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:132 — LA Code / Code revised-statutes / Title 12 / Section 132
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

*15 U.S.C. §77B ET SEQ.
La. Rev. Stat. § 12:211 — LA Code / Code revised-statutes / Title 12 / Section 211
Subscriptions for shares
Status: in_force

A. Subscriptions for shares, whether made before or after the formation of a corporation, shall be in writing. Subscriptions for shares may be revoked at any time by either party upon such ground as exists for the rescission of any contract.

B. Unless otherwise provided in the writing, or unless all of the subscribers consent to revocation, a subscription for shares of a corporation to be formed shall be irrevocable for a period of one year from the date of signing; but no subscription shall be revocable (except as provided in subsection A of this section) after the corporate existence has begun.

C. After the corporate existence has begun, subscriptions for shares, unless revoked as provided in this section, may be enforced by the corporation in its own name according to the subscription terms.

D. When no provision as to time of payment is made in the contract of subscription, shares shall be paid for on the call of the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class, or as to all shares of the same series, as the case may be.

E. In case of default by a subscriber in any payment due under a contract of subscription, the corporation may at its option (in addition to its right to collect the unpaid amount as provided in subsection C of this section, and in addition to any other remedies provided by law), unless the contract provides otherwise, either (1) cancel the subscription if payment of the full price has not been made before the expiration of fifteen days after demand therefor addressed to the subscriber's last known address by registered mail, in which case the shares shall be considered as unsubscribed, and need no longer be reserved for issuance, or (2) sell the shares of the subscriber at public auction as provided in subsection F of this section.

F. In order to exercise its right of sale under subsection E of this section:

(1) The corporation shall give notice of his default to the subscriber, by registered mail addressed to him at his last known post office address, which notice shall state the time and place of the proposed sale of his shares. Fifteen days after mailing this notice to the subscriber, the corporation may sell the shares at public auction.

(2) Notice of the time and place of the sale, and a brief description of the shares to be sold, shall be published at least three times during the ten days prior to the date of the sale in a newspaper published in the parish in which the registered office of the corporation is located. However, if no newspaper is published in the parish with sufficient frequency so to publish this notice, one publication shall be sufficient if notice is also posted for ten days at the parish courthouse door.

(3) At any sale hereunder, no bid for an amount less than the balance due to the corporation by the shareholder on his shares, plus the costs of the sale, shall be accepted.

(4) If no bid is made for a sufficient amount as above provided, the corporation may forthwith forfeit to itself, as liquidated damages, the entire interest or equity of the shareholder in the shares, including all amounts paid to the corporation on account thereof, and the shares shall be considered as unsubscribed and need no longer be reserved for issuance.

G. In the event of sale of shares pursuant to subsections E and F of this section, any excess of proceeds realized over the amount due and unpaid on such shares, shall be credited to the delinquent subscriber or his legal representative, to the extent of the subscription price.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-833 — LA Code / Code revised-statutes / Title 12 / Section 1-833
Directors' liability for unlawful distributions
Status: in_force

A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes that when taking the action the director did not comply with R.S. 12:1-830.

B. A director held liable under Subsection A of this Section for an unlawful distribution is entitled to both of the following:

(1) Contribution from every other director who could be held liable under Subsection A of this Section for the unlawful distribution.

(2) Indemnity from each shareholder, for the pro-rata portion of the amount of the unlawful distribution the shareholder received.

C.(1) A proceeding to enforce the liability of a director under Subsection A of this Section is barred unless it is commenced within two years after the relevant one of the following dates:

(a) The date on which the effect of the distribution was measured under R.S.12:1-640(E) or (G).

(b) The date as of which the violation of R.S. 12:1-640(A) occurred as the consequence of disregard of a restriction in the articles of incorporation.

(c) The date on which the distribution of assets to shareholders under R.S. 12:1-1409(A) was made.

(2) A proceeding to enforce contribution or indemnity under Subsection B of this Section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under Subsection A of this Section.

D. The time limits provided in Subsection C of this Section are peremptive.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:27 — LA Code / Code revised-statutes / Title 12 / Section 27
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. § 12:972 — LA Code / Code revised-statutes / Title 12 / Section 972
Savings clause
Status: in_force

Nothing herein contained shall be interpreted or construed as disapproving any act, action, or conduct which is or has been or may be in accordance with existing law, prior to amendment, nor shall anything herein contained be interpreted or construed as approving any act, action, or conduct which is or has been or may be in violation of existing law.

Acts 1984, No. 890, §1, eff. July 20, 1984.
La. Rev. Stat. § 12:466 — LA Code / Code revised-statutes / Title 12 / Section 466
Breach of marketing contract and knowingly spreading false reports concerning finances and management
Status: in_force

Any person or any corporation whose officer or employee knowingly induces, or attempts to induce, any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports about the finances or management of said association, shall be guilty of a misdemeanor and shall be subject to a fine of no less than one hundred dollars, nor more than one thousand dollars, for each offense. Such person or corporation shall be liable to the association aggrieved, in a civil suit, in the penal sum of one thousand dollars for each such offense.

Renumbered from R.S.1950, §12:376 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1174 — LA Code / Code revised-statutes / Title 12 / Section 1174
Directors, officers, and agents; liability
Status: in_force

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

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

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

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:1313 — LA Code / Code revised-statutes / Title 12 / Section 1313
Election and removal of managers
Status: in_force

If management is vested in one or more managers pursuant to R.S. 12:1312, then, unless otherwise provided in the articles of organization or an operating agreement:

(1) Election of managers to fill initial positions or vacancies shall be by plurality vote of the members.

(2) Any or all managers may be removed by a vote of a majority of the members, with or without cause, at a meeting called expressly for that purpose.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1335 — LA Code / Code revised-statutes / Title 12 / Section 1335
Judicial dissolution
Status: in_force

On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:227 — LA Code / Code revised-statutes / Title 12 / Section 227
Indemnification of officers, directors, employees and agents; insurance
Status: in_force

A. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another nonprofit, business or foreign corporation, partnership, joint venture or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided that in case of actions by or in the right of the corporation, the indemnity shall be limited to expenses (including attorneys' fees, and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion) actually and reasonably incurred in connection with the defense or settlement of such action and no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

B. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

C. Any indemnification under subsection A of this section (unless ordered by the court) shall be made by the corporation only as authorized in a specific case upon a determination that the applicable standard of conduct has been met. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable or a quorum of disinterested directors so directs, by independent legal counsel, or (3) by the members.

D. Expenses incurred in defending such an action, suit or proceeding may be paid by the corporation in advance of the final disposition thereof if authorized by the board of directors in the manner provided in subsection C of this section, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

E. The indemnification provided by this section shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any by-law, agreement, authorization of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs and legal representative.

F. A corporation shall have power to procure insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another nonprofit, business or foreign corporation, partnership, joint venture or other enterprise against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §15, emerg. eff. June 18, 1970, at 5:05 P.M.
La. Rev. Stat. § 12:987.1 — LA Code / Code revised-statutes / Title 12 / Section 987.1
Liability of holder of interest in a limited liability company
Status: in_force

A holder of an interest in a limited liability company has the liability imposed by Chapter 22 of this Title. Nothing herein shall be construed as a derogation of any rights which any person may by law have against any owner of a membership interest or manager of a dental limited liability company.

Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:911 — LA Code / Code revised-statutes / Title 12 / Section 911
Officers and agents
Status: in_force

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

Added by Acts 1968, No. 27, §1. Amended by Acts 1979, No. 172, §3; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:1176 — LA Code / Code revised-statutes / Title 12 / Section 1176
Directors
Status: in_force

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

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:314 — LA Code / Code revised-statutes / Title 12 / Section 314
Transacting business without authority
Status: in_force

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

B. The failure of a foreign corporation to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.

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

Acts 1968, No. 105, §1. Amended by Acts 1976, No. 599, §1.
La. Rev. Stat. § 12:1112 — LA Code / Code revised-statutes / Title 12 / Section 1112
Corporate name
Status: in_force

The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor optometry partnership or firm. It may include "Limited" or "Ltd.," and shall end with one of the phrases which may be in parenthesis "A Professional Optometry Corporation," "A Professional Corporation," or "An Optometry Corporation." The name need not contain "Incorporated" or "Inc."

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:416 — LA Code / Code revised-statutes / Title 12 / Section 416
Conversion of existing corporations
Status: in_force

Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy may be converted into a cooperative and become subject to this Part with the same effect as if originally organized under this Part by complying with the following requirements:

A. The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of directors of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this Part and shall state:

(1) The name of the corporation prior to its conversion into a cooperative;

(2) The address of the principal office of such corporation;

(3) The date of the filing of the articles of incorporation of such corporation in the office of the Secretary of State;

(4) The statute or statutes under which such corporation was organized;

(5) The name assumed by such corporation;

(6) A statement that such corporation elects to become a cooperative, subject to this Part;

(7) The names and addresses of the persons who shall constitute the first board of directors of the converted corporation upon filing of the articles of conversion;

(8) The manner and basis of converting memberships in or shares of stock of such corporation into memberships therein after completion of the conversion; and

(9) Any provisions not inconsistent with this Part deemed necessary or advisable for the conduct of the business and affairs of such corporation.

B. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion approved by the board of directors of such corporation shall then be submitted to a vote of the members or stockholders, as the case may be, of such corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with such amendments thereto as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, upon the affirmative vote of the holders of not less than two-thirds of the capital stock of such corporation represented at such meeting.

C. Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed by authentic act on behalf of such corporation by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice-president executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this Section with respect to the approval of its trustees or directors and its members or stockholders of the proposition for the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State for filing as provided in this Part. The term "articles of incorporation" as used in this Part shall be deemed to include the articles of conversion of a converted corporation.

Renumbered from R.S.1950, §12:316 by Acts 1968, No. 105, §1, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1502 — LA Code / Code revised-statutes / Title 12 / Section 1502
Actions against persons who control business organizations
Status: in_force

A. The provisions of this Section shall apply to all business organizations formed under the laws of this state and shall be applicable to actions against any officer, director, shareholder, member, manager, general partner, limited partner, managing partner, or other person similarly situated. The provisions of this Section shall not apply to actions governed by R.S. 12:1-622, 1-833, 1-1407, or 1328(C).

B. The term "business organization" includes any entity formed under the laws of this state engaged in any trade, occupation, profession, or other commercial activity including but not limited to professions licensed by a state or other governmental agency. This Section shall apply without limitation to corporations, incorporated or unincorporated associations, partnerships, limited liability partnerships, partnerships in commendam, limited liability companies, or cooperative associations or other entities formed under the laws of this state.

C. No action for damages against any person described in Subsection A of this Section for an unlawful distribution, return of an unlawful distribution, or for breach of fiduciary duty, including without limitation an action for gross negligence, but excluding any action covered by the provisions of Subsection D of this Section, shall be brought unless it is filed in a court of competent jurisdiction and proper venue within one year from the date of the alleged act, omission, or neglect, or within one year from the date that the alleged act, omission, or neglect is discovered or should have been discovered, but in no event shall an action covered by the provisions of this Subsection be brought more than three years from the date of the alleged act, omission, or neglect.

D. No action for damages against any person listed in Subsection A of this Section for intentional tortious misconduct, or for an intentional breach of a duty of loyalty, or for an intentional unlawful distribution, or for acts or omissions in bad faith, or involving fraud, or a knowing and intentional violation of law, shall be brought unless it is filed in a court of competent jurisdiction and proper venue within two years from the date of the alleged act or omission, or within two years from the date the alleged act or omission is discovered or should have been discovered, but in no event shall an action covered by the provisions of this Subsection be brought more than three years from the date of the alleged act or omission.

E. The time limitations provided in this Section shall not be subject to suspension on any grounds or interruption except by timely suit filed in a court of competent jurisdiction and proper venue.

F. This Section shall be applied both retrospectively and prospectively as to claims to which a vested right has not attached; however, as to any alleged act, omission, or neglect for which the time period for bringing an action would otherwise be shortened by Subsection C of this Section, such action shall be filed in a court of competent jurisdiction and proper venue on or before the earlier of the end of the time period for bringing such action prior to June 28, 2001, or September 1, 2002. Any claim or alleged act or omission for which the time period for bringing an action would otherwise be shortened by Subsection D of this Section shall be filed in a court of competent jurisdiction and proper venue on or before the earlier of the end of the time period for bringing such action prior to June 28, 2001, or September 1, 2002, in any case without regard to the date of discovery of the alleged act or omission.

Acts 2001, No. 1126, §1, eff. June 28, 2001; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1201 — LA Code / Code revised-statutes / Title 12 / Section 1-1201
Disposition of assets not requiring shareholder approval
Status: in_force

No approval of the shareholders of a corporation is required for any of the following actions, unless the articles of incorporation otherwise provide:

(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business.

(2) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business.

(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation.

(4) To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares, provided that the distribution does not violate the rights of any class or series of shares.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:954 — LA Code / Code revised-statutes / Title 12 / Section 954
Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members
Status: in_force

Notwithstanding any provision of law to the contrary or any provision in their respective charters, agreements of association, articles of organization, or trust indentures:

(1) Any person, including all domestic corporations organized for the purpose of carrying on business with this state, and further including without implied limitation public utility companies and insurance companies, and foreign corporations licensed to do business within this state, and all financial institutions as defined herein, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state except as otherwise provided in this Chapter; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;

(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and

(3) Each financial institution that becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by the corporation, or the shares of the capital stock of the corporation, and while the owner of the stock, such financial institution shall have the authority to exercise all the rights, powers, and privileges of ownership, including the right to vote, all without the approval of any regulatory authority of the state. However, the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted in this Section shall not exceed ten percent of the loan limit of such member.

(4) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted in this Section is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.

Acts 1969, No. 49, §4; Acts 2003, No. 292, §1.
La. Rev. Stat. § 12:1-601 — LA Code / Code revised-statutes / Title 12 / Section 1-601
Authorized shares
Status: in_force

A. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this Section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.

B. The articles of incorporation must authorize both of the following:

(1) One or more classes or series of shares that together have unlimited voting rights.

(2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

C. The articles of incorporation may authorize one or more classes or series of shares that have any of the following characteristics:

(1) Are entitled to special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this Chapter.

(2) Are redeemable or convertible as specified in the articles of incorporation, at the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event, for cash, indebtedness, securities, or other property at prices and in amounts specified or determined in accordance with a formula.

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.

(4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.

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

E. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.

F. The description of the preferences, rights, and limitations of classes or series of shares in Subsection C of this Section is not exhaustive.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-950 — LA Code / Code revised-statutes / Title 12 / Section 1-950
Entity conversion authorized; definitions
Status: in_force

A. A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.

B. A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.

C. A domestic unincorporated entity may become a domestic business corporation or another form of domestic unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity.

D. A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.

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

F. As used in this Subpart:

(1) "Converting entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation.

(2) "Surviving entity" means the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to this Subpart.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1400 — LA Code / Code revised-statutes / Title 12 / Section 1400
Terms defined
Status: in_force

As used in this Chapter:

(1) "Professional social work corporation" means a corporation organized pursuant to this Chapter for the practice of social work.

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1-748 — LA Code / Code revised-statutes / Title 12 / Section 1-748
Shareholder action to appoint receiver
Status: in_force

A. The district court of the parish in which the registered office of the corporation is located may appoint one or more to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that either of the following conditions exist:

(1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered.

(2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.

B.(1) The court may issue injunctions, appoint a temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held.

(2) The court shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver.

(3) The court has jurisdiction over the corporation and all of its property, wherever located.

C. The court may appoint an individual or domestic or foreign corporation, authorized to transact business in this state, as a receiver and may require the receiver to post bond, with or without sureties, in an amount the court directs.

D. The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, a receiver may do any of the following:

(1) Exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation.

(2) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court.

(3) Sue and defend in the receiver's own name as receiver in all courts of this state.

E. [Reserved.]

F. The court from time to time during the receivership may order compensation paid and expense disbursements or reimbursements made to the receiver from the assets of the corporation or proceeds from the sale of its assets.

G. In 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.
La. Rev. Stat. § 12:507 — LA Code / Code revised-statutes / Title 12 / Section 507
Capacity to assert and defend; standing
Status: in_force

A. An unincorporated association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.

B. An unincorporated association may assert a claim in its name on behalf of its members if one or more members of the unincorporated association have standing to assert a claim in their own right, the interests the unincorporated association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:445 — LA Code / Code revised-statutes / Title 12 / Section 445
Activities in which association may engage
Status: in_force

An association may be organized to engage in any activity in connection with the marketing or selling of seafood products and skins and furs of its members, or with the catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling, shipping, or utilizing thereof, or the manufacturing or marketing of byproducts thereof; or in connection with the manufacturing, selling, or supply to its members of machinery, equipment, or supplies; or more than one of the activities specified herein; or in the financing of the above enumerated activities.

Renumbered from R.S.1950, §12:355 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
La. Rev. Stat. § 12:1-1604 — LA Code / Code revised-statutes / Title 12 / Section 1-1604
Court-ordered inspection
Status: in_force

A. If a corporation does not within a reasonable time allow a shareholder who complies with the applicable provisions of R.S. 12:1-1602 to inspect and copy any records required by that Section to be available for inspection, the district court of the parish where the corporation's principal office or, if none in this state, its registered office is located may by summary proceeding order inspection and copying of the records demanded. If the court determines that the shareholder was entitled to inspect and copy the demanded records under R.S. 12:1-1602(A), then the court shall order the corporation to provide copies of the demanded records at the corporation's expense.

B. [Reserved.]

C. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

D. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1136 — LA Code / Code revised-statutes / Title 12 / Section 1136
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

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

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

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

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:82 — LA Code / Code revised-statutes / Title 12 / Section 82
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.
La. Rev. Stat. § 12:441 — LA Code / Code revised-statutes / Title 12 / Section 441
Sea Food Marketing Associations authorized
Status: in_force

Cooperative Sea Food Marketing Associations may be organized under this Part. These associations shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members, as such, but only for their members as producers.

Renumbered from R.S.1950, §12:351 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1335.1 — LA Code / Code revised-statutes / Title 12 / Section 1335.1
Dissolution by affidavit
Status: in_force

A. In addition to all other methods of dissolution, if a limited liability company is no longer doing business, owes no debts, and owns no immovable property, it may be dissolved by filing an affidavit with the secretary of state executed by the members or by the organizer, if no membership interests have been issued, attesting to such facts and requesting that the limited liability company be dissolved. Thereafter, the members, or the organizer if no membership interests have been issued, shall be personally liable for any debts or other claims against the limited liability company in proportion to their ownership interest in the company. The secretary of state may prescribe and furnish forms for filing the affidavit.

B. The secretary of state shall reinstate a limited liability company that has been dissolved pursuant to this Section only upon receipt of an order issued by a court of competent jurisdiction directing him to do so.

Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 1998, 1st Ex. Sess., No. 102, §1, eff. May 5, 1998; Acts 2016, No. 147, §1, eff. Feb. 1, 2017; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:151 — LA Code / Code revised-statutes / Title 12 / Section 151
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. § 12:214 — LA Code / Code revised-statutes / Title 12 / Section 214
Reservation of shares
Status: in_force

A. A corporation shall reserve from its authorized but unissued shares, or its treasury shares, sufficient shares to meet its issuance obligations under subscription rights, warrants, options and conversion privileges.

B. Shares issuable pursuant to any such rights, warrants, options or privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to increase the authorized number of the class of shares involved, shall, to the extent not available in the corporation's treasury, be issued notwithstanding the fact that the articles do not by their terms authorize such issuance.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1867 — LA Code / Code revised-statutes / Title 12 / Section 1867
Departmental complaint directives; failure to comply; fines; hearing
Status: in_force

A. Any person subject to the regulatory authority of the department who fails to comply with any directive issued by the department in connection with a consumer complaint filed pursuant to this Chapter shall be fined an amount not to exceed two hundred fifty dollars for each occurrence.

B. Any person against whom a fine has been levied shall be given ten days' notice of the action. Upon receipt of this notice, the person aggrieved may apply for and may have an administrative hearing conducted in accordance with the provisions of the Administrative Procedure Act.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:458 — LA Code / Code revised-statutes / Title 12 / Section 458
Breach of contract or of bylaws
Status: in_force

A. The bylaws or the marketing contract of any association existing hereunder may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach or threatened breach by him of any provision of the bylaws or of the marketing contract regarding the sale or delivery or withholding of products, and may further provide that the members will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association. These provisions shall be valid and enforceable in the courts of this state, and such clauses providing for liquidated damages shall be enforceable as such, and shall not be regarded as penalties.

B. In the event of any breach or threatened breach of such bylaws or marketing contract by a member or other person, the association shall be entitled to an injunction to prevent the breach or further breach of the bylaws or contract, and to specific performance relative thereto. Pending the adjudication of such an action and upon the filing a verified complaint showing the breach or threatened breach, together with a bond in the sum of one hundred dollars, the association shall be entitled to an injunction against the member or other person, provided, however, that the court in its discretion, may increase such bond to five hundred dollars, after a hearing, on five days notice to the parties.

Renumbered from R.S.1950, §12:368 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1054 — LA Code / Code revised-statutes / Title 12 / Section 1054
Corporate authority
Status: in_force

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

Added by Acts 1976, No. 686, §1.
La. Rev. Stat. § 12:1602 — LA Code / Code revised-statutes / Title 12 / Section 1602
Definitions
Status: in_force

Terms that are defined in the Business Corporation Act have the same meaning in this Chapter as in that Act. As used in this Chapter:

(1) "Allowed update rule" means a rule of a licensing body allowed by R.S.12:1604(B) or (C).

(2) "Business entity" means any of the following business organizations: business corporation, limited liability company, partnership, partnership in commendam, and registered limited liability partnership.

(3) "Converting entity" means a domestic business corporation or domestic unincorporated entity as it exists before the effective date of an entity conversion under the Business Corporation Act.

(4) "Domestic business entity" means a business entity that is incorporated, organized, or formed under the laws of this state.

(5) "License" means any license, permit, or certificate issued by any board, commission, or agency of the state or any of its political subdivisions.

(6) "Licensing body" means the board, commission, or agency of the state or any of its political subdivisions that issues a license.

(7) "Publicly traded entity" means a business entity that is the issuer of shares, ownership interests, or other securities that are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.

(8) "Surviving entity" means a domestic business corporation or domestic unincorporated entity as it exists immediately after the consummation of an entity conversion under the Business Corporation Act.

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1347 — LA Code / Code revised-statutes / Title 12 / Section 1347
Effect of certificate of authority
Status: in_force

A foreign limited liability company which receives a certificate of authority shall, until a certificate of revocation or a withdrawal shall have been issued as provided in this Chapter:

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

(2) Enjoy the same, but no greater, rights and privileges as a limited liability company organized under the laws of this state to transact the business that such foreign limited liability company is authorized to transact in this state.

(3) Except as otherwise provided in this Chapter, be subject to the same duties, restrictions, penalties, and liabilities as are imposed upon limited liability companies organized under the laws of this state.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1157 — LA Code / Code revised-statutes / Title 12 / Section 1157
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

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

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

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1402 — LA Code / Code revised-statutes / Title 12 / Section 1402
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 social work 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 Social Work Corporation", "A Professional Corporation" or "A Social Work Corporation". The name may include "Limited" or "Ltd.". The name need not contain "Incorporated" or "Inc.".

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1-746 — LA Code / Code revised-statutes / Title 12 / Section 1-746
Payment of expenses
Status: in_force

On termination of the derivative proceeding the court may do any of the following:

(1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation.

(2) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.

(3) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well-grounded in fact, after reasonable inquiry, or warranted by existing law or a good- faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-841 — LA Code / Code revised-statutes / Title 12 / Section 1-841
Functions of officers
Status: in_force

In addition to the secretary's authority under R.S. 12:1-840, each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with any bylaws, the authority and functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the authority and functions of other officers.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:912 — LA Code / Code revised-statutes / Title 12 / Section 912
Merger and consolidation
Status: in_force

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

Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:805 — LA Code / Code revised-statutes / Title 12 / Section 805
Shares
Status: in_force

A. There shall be only one class of shares of a professional law corporation, denominated common shares which shall be either with or without par value. Such shares may be, but are not required to be, designated as either voting or nonvoting shares, or any combination thereof. Shares not designated shall be considered voting shares. A professional law corporation shall not be treated as having more than one class of shares solely because there are differences in voting rights among the shares.

B.(1) Only a qualified person who holds shares shall be entitled to vote voting shares, and 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 legal services rendered by, or any other affairs of the corporation except as provided in R.S. 12:813(B).

(2) R.S. 12:78 shall not apply to professional law corporations.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:905 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 78, §1; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1-729 — LA Code / Code revised-statutes / Title 12 / Section 1-729
Inspectors of election
Status: in_force

A. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

B. The inspectors shall do all of the following:

(1) Ascertain the number of shares outstanding and the voting power of each.

(2) Determine the shares represented at a meeting.

(3) Determine the validity of proxies and ballots.

(4) Count all votes.

(5) Determine the result.

C. An inspector may be an officer or employee of the corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1042 — LA Code / Code revised-statutes / Title 12 / Section 1042
Franchise agreements; provisions for dispute resolution
Status: in_force

Unless provisions of a business franchise agreement provide otherwise, when the business to be conducted pursuant to the agreement and the business location of the franchisee are exclusively in this state, disputes arising under a business franchise agreement shall be resolved in a forum inside this state and interpretation of the provisions of the agreement shall be governed by the laws of this state.

Acts 1991, No. 855, §1.
La. Rev. Stat. § 12:509 — LA Code / Code revised-statutes / Title 12 / Section 509
Disposition of movable property of inactive unincorporated association
Status: in_force

If an unincorporated association has been inactive for three years, or for a longer or shorter period specified in a document of the association, a person in possession or control of movable property of the association may transfer custody of the property as follows:

(1) If a document of an unincorporated association specifies a person to whom transfer is to be made under these circumstances, to that person.

(2) If no person is so specified, to an unincorporated association or nonprofit corporation pursuing broadly similar purposes, or to a government or governmental subdivision, agency, or instrumentality.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:812 — LA Code / Code revised-statutes / Title 12 / Section 812
Merger and consolidation
Status: in_force

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

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:912 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1115 — LA Code / Code revised-statutes / Title 12 / Section 1115
Certificate of stock
Status: in_force

A. Each certificate of stock shall contain the corporation's full name, and the following statement:

"Except when held in his own right by a natural person duly licensed to practice optometry in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of optometry care by, the corporation, or to have access to any records or communications pertaining to optometry services rendered by, or any other affairs of, the corporation."

B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:1118.

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1331 — LA Code / Code revised-statutes / Title 12 / Section 1331
Rights of judgment creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the membership interest. This Chapter shall not deprive any member of the benefit of any exemption laws applicable to his membership interest.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1019 — LA Code / Code revised-statutes / Title 12 / Section 1019
Shareholders agreements
Status: in_force

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

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

Added by Acts 1970, No. 191, §1.
La. Rev. Stat. § 12:518 — LA Code / Code revised-statutes / Title 12 / Section 518
Uniformity of application and construction
Status: in_force

This Chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this Chapter among states enacting it.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:251 — LA Code / Code revised-statutes / Title 12 / Section 251
Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
Status: in_force

A. The court may entertain a proceeding for involuntary dissolution under its supervision when it is made to appear that:

(1) The corporate assets are insufficient to pay all just demands for which the corporation is liable, or to afford reasonable security to those who may deal with it; or

(2) The objects of the corporation have wholly failed, or are entirely abandoned, or their accomplishment is impracticable; or

(3) It is beneficial to the interests of the members that the corporation should be liquidated and dissolved; or

(4) The directors are deadlocked in the management of the corporate affairs, and the members are unable to break the deadlock; or

(5) The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(6) The corporation has been guilty of gross and persistent ultra vires acts; or

(7) Judgment has been entered annulling, vacating or forfeiting the corporation's articles and franchise in accordance with the provisions of R.S. 12:262; or

(8)(a) A receiver has been appointed to take charge of the corporation's property, and either (b) there is no reasonable prospect of return of control of the corporation to its members within a reasonable time or (c) the corporation is operating at a loss and there is no reasonable prospect of restoring it to profitable operation within a reasonable time.

B. An involuntary proceeding for dissolution may be instituted against a corporation by either a member; or a creditor whose claim has been reduced to judgment, on which execution has been issued and returned "nulla bona"; or a receiver appointed to take charge of the corporation's property.

C. If a corporation having only two shareholders, each of which owns half of the outstanding shares of each class, is engaged in the prosecution of a joint venture between the shareholders, either shareholder may, unless the articles expressly prohibit dissolution pursuant to this subsection, file a petition stating that it desires to discontinue such joint venture and to dispose of the assets used therein in accordance with a plan to be agreed upon by both shareholders. Such petition, to which shall be attached a copy of the proposed plan of discontinuance and distribution, shall be served on the corporation and on the other shareholder. Unless both shareholders file with the court (1) within three months of the date of last service of such petition, a certificate that they have agreed on such plan, or a modification thereof, and (2) within one year from the date of last service of such petition, a certificate that the distribution provided by such plan has been completed, the court may proceed with involuntary dissolution of such corporation.

D. The commencement of a proceeding for dissolution out of court shall not affect the right of any person to institute an involuntary proceeding for dissolution.

E. The court may, after trial, appoint a judicial liquidator, and may, ex parte pending trial, appoint a temporary liquidator whose authority shall cease upon appointment of a judicial liquidator, upon dismissal of the petition, or upon appointment of a receiver.

F. Unless the corporation's articles and franchise have been annulled, vacated or forfeited, the court may, on motion of any interested party at any stage of the proceeding, appoint a receiver to take charge of the corporation's property pursuant to R.S. 12:258, if the corporation is affected with the public interest, or if there is a reasonable prospect that a receiver could return control of the corporation to its shareholders as a going concern within a reasonable time.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §22, emerg. eff. June 18, 1970, at 5:05 P.M.
La. Rev. Stat. § 12:1-205 — LA Code / Code revised-statutes / Title 12 / Section 1-205
Organization of corporation
Status: in_force

A. After incorporation, the following shall apply:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation.

B. The election by the incorporators of a board of directors may be conducted without a meeting by means of one or more written consents signed by each incorporator.

C. An organizational meeting may be held in or out of this state.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:961 — LA Code / Code revised-statutes / Title 12 / Section 961
Deposits
Status: in_force

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.

Acts 1969, No. 49, §11.
La. Rev. Stat. § 12:77 — LA Code / Code revised-statutes / Title 12 / Section 77
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 326, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:143 — LA Code / Code revised-statutes / Title 12 / Section 143
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §13, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1976, No. 587, §1, eff. Aug. 4, 1976; Acts 1982, No. 871, §1; Acts 1984, No. 406, §1; Acts 1985, No. 269, §1, eff. July 6, 1985; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:968 — LA Code / Code revised-statutes / Title 12 / Section 968
Tax exemptions, credits and privileges applicable
Status: in_force

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this Chapter.

Acts 1969, No. 49, §18.
La. Rev. Stat. § 12:202 — LA Code / Code revised-statutes / Title 12 / Section 202
Incorporation
Status: in_force

One or more natural or artificial persons capable of contracting may form a nonprofit corporation under this Chapter.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1801 — LA Code / Code revised-statutes / Title 12 / Section 1801
Short title
Status: in_force

This Chapter shall be known and may be cited as the "Benefit Corporations Law".

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:701 — LA Code / Code revised-statutes / Title 12 / Section 701
Borrowing money; issuance of bonds; security
Status: in_force

A. Any corporation, foreign or domestic, business or nonprofit, may borrow from time to time such sums of money as may be required for its corporate purposes or for the acquisition of property or franchises.

B. For these purposes, any corporation may issue bonds or other obligations secured by mortgage or pledge, or both, of the franchises and the property, movable or immovable, whether owned at the time of the mortgage or pledge, or acquired thereafter, together with future incomes, revenues, contributions and receipts of the corporations.

C. The bonds or other obligations may be payable on the terms and at the times and places as the corporation, through its board of directors, or other managing body may direct or designate.

D. The corporation may sell, pledge, or otherwise dispose of these bonds or other obligations on the terms which the corporation, through its board of directors or other managing body, may deem expedient.

E. This Section shall not be construed as conferring any powers which are specifically denied to corporations by any other provisions of law.

Amended by Acts 1950, No. 235, §1; Acts 1952, No. 473, §1; Acts 1954, No. 52, §1. Renumbered from R.S. 1950, §12:601 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-1406 — LA Code / Code revised-statutes / Title 12 / Section 1-1406
Known claims against dissolved corporation
Status: in_force

A. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.

B. The written notice must do all of the following:

(1) Describe information that must be included in a claim.

(2) Provide a mailing address where a claim may be sent.

(3) State the deadline, which may not be fewer than one hundred and twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim.

(4) State that the claim will be extinguished by peremption if not received by the deadline.

C. A claim against the dissolved corporation is perempted by either of the following:

(1) If a claimant who was given written notice under Subsection B of this Section does not deliver the claim to the dissolved corporation by the deadline.

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim by the deadline stated in the rejection notice for the commencement of an enforcement proceeding, which may not be fewer than ninety days after the effective date of the rejection notice.

D. For purposes of this Section, "claim" does not include a contingent liability or 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. § 12:94 — LA Code / Code revised-statutes / Title 12 / Section 94
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. § 12:1861 — LA Code / Code revised-statutes / Title 12 / Section 1861
Consecutive net losses
Status: in_force

If the fund has three years of consecutive net losses on the audited financial statements of the fund, or two years of consecutive net losses on the audited financial statements of the fund in excess of five hundred thousand dollars or five percent of the premium of the latest audited financial statement, whichever is greater, an authorized representative of the fund shall do all of the following:

(1) Attend a meeting with the department, the administrator of the fund, any third-party administrator contracted or performing services for the fund, and the fund's board of trustees to discuss the financial condition of the fund and to advise the department of the course of action the fund will take to obtain net incomes on subsequent audited financial statements.

(2) File with the department a written and signed plan from the fund's board of trustees describing the actions the fund will take to generate net incomes on subsequent audited financial statements.

(3) Obtain an actuarial rate analysis, if an actuarial rate analysis was not performed for the previous fund year.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:801 — LA Code / Code revised-statutes / Title 12 / Section 801
Terms defined
Status: in_force

A. As used in this Chapter:

(1) "Professional law corporation" means a corporation organized pursuant to this Chapter or the laws of any qualified state for the practice of law.

(2) "Qualified person" means:

(a) A natural person of full age who is authorized pursuant to the law in this state or any qualified state to render professional legal services.

(b) A general partnership in which all the partners are qualified persons as defined in Subparagraph (a) of this Paragraph.

(c) A professional law corporation in which all the shareholders are qualified persons as defined in Subparagraph (a) of this Paragraph.

(3) "Qualified state" means any state other than Louisiana, or territory of the United States or the District of Columbia, which allows qualified persons authorized to render professional legal services in Louisiana and not in such other state, to own shares in a professional law corporation under its laws.

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

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §901 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1181 — LA Code / Code revised-statutes / Title 12 / Section 1181
Short title
Status: in_force

This Chapter shall be known and may be referred to by the short title "Architectural-Engineering Corporation Law".

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:1607 — LA Code / Code revised-statutes / Title 12 / Section 1607
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 2007, No. 63, §1; Acts 2012, No. 434, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1086 — LA Code / Code revised-statutes / Title 12 / Section 1086
Terms defined
Status: in_force

As used in this Chapter:

A. "Professional architectural corporation" means a corporation organized pursuant to this Chapter for the practice of architecture as provided for by R.S. 37:141 through R.S. 37:158, inclusive, or a corporation which is certified to be in compliance therewith by the Louisiana State Board of Architectural Examiners.

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

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:140.3 — LA Code / Code revised-statutes / Title 12 / Section 140.3
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 2001, No. 1186, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-745 — LA Code / Code revised-statutes / Title 12 / Section 1-745
Discontinuance or settlement
Status: in_force

A. Unless approved unanimously by the shareholders of the corporation, a derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.

B. This Section does not affect the plaintiff's right under Article 1671 of the Code of Civil Procedure to obtain a judgment of dismissal without prejudice if the application for dismissal is made before any defendant, including the corporation in its capacity as a defendant, makes any appearance of record in the proceeding.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:814 — LA Code / Code revised-statutes / Title 12 / Section 814
Certification of foreign professional law corporation
Status: in_force

A. A foreign professional law corporation organized pursuant to the laws of any state, other than Louisiana, or territory of the United States, or District of Columbia shall be entitled to procure a certificate of authority to render professional legal services in Louisiana only if:

(1) A professional law corporation organized pursuant to this Chapter would be entitled to procure a certificate of authority or equivalent authority to render professional legal services in the state under whose laws the foreign professional law corporation is organized.

(2) The foreign professional law corporation satisfies the requirements of R.S. 12:803, 804, and 805(A).

(3) The foreign professional law corporation designates with the secretary of state, the qualified person or persons duly licensed to practice in this state through whom it will render professional legal services in Louisiana, and such qualified persons are not, at the time of such designation, so designated by any other foreign professional law corporation.

(4) All the shareholders, officers, and directors of the foreign professional law corporation are licensed to practice law in at least one qualified state.

(5) The foreign professional law corporation includes in its application, a statement acknowledging that it will be subject to the jurisdiction of the Louisiana Supreme Court with respect to the court's authority to adopt rules and regulations governing the practice of law in Louisiana.

B. No foreign professional law corporation shall maintain an office or transact business in Louisiana until it has obtained a certificate of authority to render professional legal services in Louisiana.

C. A foreign professional law corporation shall be subject to the provisions of Chapter 3 of this Title, as the same may from time to time be amended, except to the extent such provisions are inconsistent with this Chapter.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:914 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1-840 — LA Code / Code revised-statutes / Title 12 / Section 1-840
Officers
Status: in_force

A. A corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors in a manner not inconsistent with any bylaws.

B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.

C. The secretary shall have the authority and responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under R.S. 12:1-1601(A) and 1-1601(E).

D. The same individual may simultaneously hold more than one office in a corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1179 — LA Code / Code revised-statutes / Title 12 / Section 1179
Regulation
Status: in_force

A. Within fifteen days after receipt of the annual written request by an architectural-engineering corporation for licensure as an architect or engineer as the case may be, the State Board of Architectural Examiners and the Louisiana Professional Engineering and Land Surveying Board shall act upon said request.

B. To the extent that it engages in the business of the practice of architecture, an architectural-engineering corporation shall be subject to the discipline of the Louisiana State Board of Architectural Examiners and to its authority to adopt rules and regulations governing the practice of architecture.

C. To the extent that it engages in the business of the practice of engineering, an architectural-engineering corporation shall be subject to the discipline of the Louisiana Professional Engineering and Land Surveying Board, and to its authority to adopt rules and regulations governing the practice of engineering.

Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
La. Rev. Stat. § 12:1-1321 — LA Code / Code revised-statutes / Title 12 / Section 1-1321
Notice of intent to demand appraisal and consequences of voting or consenting
Status: in_force

A. If a corporate action specified in R.S. 12:1-1302(A) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do both of the following:

(1) Deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand appraisal if the proposed action is effectuated.

(2) Not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

B. If a corporate action specified in R.S. 12:1-1302(A) is to be approved by written consent, a shareholder may assert appraisal rights with respect to a class or series of shares only if the shareholder does not sign a consent in favor of the proposed action with respect to that class or series of shares.

C. A shareholder who fails to satisfy the requirements of Subsection A or B of this Section is not entitled to appraisal under this Part.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:444 — LA Code / Code revised-statutes / Title 12 / Section 444
Persons who may organize
Status: in_force

Ten or more persons, a majority of whom are residents of this state, engaged in the catching, gathering, or the production of seafood products and skins and furs, may form an association, with or without capital stock, under the provisions of this Part.

Renumbered from R.S.1950, §12:354 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
La. Rev. Stat. § 12:1078 — LA Code / Code revised-statutes / Title 12 / Section 1078
Action of shareholders
Status: in_force

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

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:462 — LA Code / Code revised-statutes / Title 12 / Section 462
Interest in other corporations or associations
Status: in_force

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any corporation or association, with or without capital stock, engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing or selling the products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association, against the commodities delivered by it, or to any other person, and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. If such warehouse is licensed, or licensed and bonded under the laws of this state, or of the United States, its warehouse receipt delivered to the association on commodities of the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.

Renumbered from R.S.1950, §12:372 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:311 — LA Code / Code revised-statutes / Title 12 / Section 311
Merger, consolidation, or dissolution
Status: in_force

A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the secretary of state a certificate from the secretary of state or an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:

(1) Effect withdrawal of the corporation from this state, nor

(2) Enlarge or alter the nature of the business which the corporation is authorized to transact in this state, if the nature of such business is limited by its certificate of authority, nor

(3) Authorize the corporation to transact business in this state prohibited by law or under any other name than the name set forth in its certificate of authority.

B. The secretary of state, after all fees, charges, and taxes have been paid as required by law, shall record the certificate in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a certificate of merger or consolidation containing the information prescribed in R.S. 12:112(F). A duplicate original of the certificate of merger or consolidation, or of the certificate of dissolution, issued by the secretary of state, shall, within thirty days after issuance of the certificate of merger or consolidation by, or the filing of the certificate of dissolution with, the secretary of state, be filed for record in the conveyance records of each parish in this state in which the corporation, or any of the other corporate parties to the merger or consolidation, has immovable property.

Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1986, No. 648, §1; Acts 1988, No. 101, §1; Acts 1991, No. 333, §1; Acts 1999, No. 342, §5; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:499.2 — LA Code / Code revised-statutes / Title 12 / Section 499.2
Application of chapter; amendment of articles of incorporation to comply with chapter
Status: in_force

This Part applies to all cooperative housing corporations organized pursuant to this Part. Any corporation organized under Chapter 2 of this Title may become a cooperative housing corporation by adopting an amendment to its articles electing to become subject to this Part. The amendment shall be adopted and filed, and shall be effective, according to the Chapter under which the corporation was initially organized before its election to be subject to this Part.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-1420 — LA Code / Code revised-statutes / Title 12 / Section 1-1420
:1-1420 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1441 — LA Code / Code revised-statutes / Title 12 / Section 1-1441
Simplified termination procedure for certain corporations
Status: in_force

A. The existence of a corporation may be terminated as provided in this Section if the corporation satisfies all of the following conditions:

(1) Does not owe any debts.

(2) Does not own any immovable property.

(3) Has not issued shares or is not doing business.

B. If the corporation has not issued shares, a termination under this Section may be authorized by a majority of the initial directors or, if no initial directors are named in the articles of incorporation, by a majority of the incorporators. If the corporation has issued shares, the termination may be authorized as provided in R.S. 12:1-1402 or by the unanimous written consent of the shareholders.

C. After the termination is authorized, the corporation may deliver to the secretary of state for filing articles of termination that set forth all of the following:

(1) The name of the corporation.

(2) That no debt of the corporation remains unpaid.

(3) That the corporation owns no immovable property.

(4) That the corporation has not issued shares or is not doing business.

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.

(6) That the termination was authorized as required by Subsection B of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.11 — LA Code / Code revised-statutes / Title 12 / Section 499.11
Loans
Status: in_force

Any institution supervised either by the commissioner of financial institutions or the commissioner of insurance may make loans secured by pledge of a proprietary lease and the appurtenant stock of a cooperative housing corporation upon the same terms and with the same limitations as loans secured by mortgages on real property.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:1-923 — LA Code / Code revised-statutes / Title 12 / Section 1-923
Surrender of charter upon domestication
Status: in_force

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

(1) The name of the corporation.

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

(3) A statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this Subpart and the articles of incorporation.

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

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1367 — LA Code / Code revised-statutes / Title 12 / Section 1367
Rules of construction
Status: in_force

A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.

B. It is the policy of this Chapter to give maximum effect to the principle of freedom of contract.

C. Neither this Chapter nor any amendment shall be construed so as to impair the obligations of any contract existing when this Chapter or any amendment goes into effect, nor to affect any action or proceedings begun or right accrued before this Chapter or any amendment takes effect.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1362 — LA Code / Code revised-statutes / Title 12 / Section 1362
Merger or consolidation with foreign entity
Status: in_force

A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more foreign limited liability companies, foreign corporations, foreign partnerships, or foreign limited partnerships may merge or consolidate with or into a domestic limited liability company, if:

(1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.

(2) The foreign constituent entity complies with R.S. 12:1360 if it is the surviving entity or the new entity.

(3) Each domestic limited liability company complies with the applicable provisions of R.S. 12:1358 and 1359 and, if it is the surviving entity or the new entity, with R.S. 12:1360.

B. If the surviving entity or new entity is to be governed by the laws of any state other than this state or of a foreign country, then upon the effectiveness of a merger or consolidation the surviving entity or new entity shall be subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.

C. The effect of such merger or consolidation shall be as provided in R.S. 12:1361, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in R.S. 12:1361, except insofar as the laws of such other jurisdiction provide otherwise.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
La. Rev. Stat. § 12:456 — LA Code / Code revised-statutes / Title 12 / Section 456
Referendum
Status: in_force

Upon demand of one-third of the entire board of directors, any matter approved or passed by the board shall be referred to the entire membership for decision at the next regular or special meeting; provided, however, that a special meeting may be called for the purpose.

Renumbered from R.S.1950, §12:366 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-722 — LA Code / Code revised-statutes / Title 12 / Section 1-722
Proxies
Status: in_force

A. A shareholder may vote the shareholder's shares in person or by proxy.

B. A shareholder, or the shareholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the transmission.

C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election, the secretary, or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form.

D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following:

(1) A pledgee or other person having a security interest in the shares.

(2) A person who purchased or agreed to purchase the shares.

(3) A creditor of the corporation who extended it credit under terms requiring the appointment.

(4) An employee of the corporation whose employment contract requires the appointment.

(5) A party to a voting agreement created under Section 1-731.

E. The revocation of a proxy appointment or the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the revocation, death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

F. An appointment made irrevocable under Subsection D of this Section is revoked when the interest with which it is coupled is extinguished.

G. Unless it otherwise provides, an appointment made irrevocable under Subsection D of this Section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

H. Subject to Section 1-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1325 — LA Code / Code revised-statutes / Title 12 / Section 1325
Distributions upon withdrawal
Status: in_force

A. If a limited liability company has been constituted for a term, a member may withdraw without the consent of the other members prior to the expiration of the term, provided he has just cause arising out of the failure of another member to perform an obligation.

B. A member of a limited liability company not entered into for a term may withdraw or resign from a limited liability company at the time or upon the happening of an event specified in a written operating agreement and in accordance with the written operating agreement. If a written operating agreement does not specify the time or the events upon the happening of which a member may withdraw or resign, a member of a limited liability company not entered into for a term may resign or withdraw upon not less than thirty days prior written notice to the limited liability company at its registered office as filed of record with the secretary of state and to each member and manager at each member's and manager's address as set forth on the records of the limited liability company.

C. Except as otherwise provided in this Chapter, on withdrawal or resignation, a withdrawing or resigning member is entitled to receive such distribution, if any, to which the member is entitled under a written operating agreement and, if not otherwise provided in a written operating agreement, within a reasonable time after withdrawal or resignation, the fair market value of the member's interest as of the date of the member's withdrawal or resignation.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995.
La. Rev. Stat. § 12:1337 — LA Code / Code revised-statutes / Title 12 / Section 1337
Distribution of assets
Status: in_force

A. Upon the winding up of a limited liability company, any assets remaining after paying or adequately providing for the payment of all debts and liabilities of the limited liability company, including all costs and expenses of the liquidation and any and all contingent liabilities of which the members or liquidator has knowledge, shall be distributed as follows:

(1) Except as provided in the articles of organization or a written operating agreement, to members or former members in satisfaction of liabilities for distributions under R.S. 12:1324 or 1325.

(2) Except as provided in the articles of organization or a written operating agreement, to members and former members, first, for the return of their capital contributions, and secondly, respecting their membership interests, in the proportions in which the members share in distributions.

B. In the event that there are contingent liabilities for which provision has been made as above, the members conducting the dissolution or liquidator shall not be dismissed until the contingent liabilities and debts have been paid or settled in full.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:981 — LA Code / Code revised-statutes / Title 12 / Section 981
Terms defined
Status: in_force

As used in this Chapter:

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

B. "Professional dental limited liability company" means a limited liability company organized pursuant to this Chapter for the practice of dentistry.

C. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning.

Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:1-1424 — LA Code / Code revised-statutes / Title 12 / Section 1-1424
:1-1424 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1705 — LA Code / Code revised-statutes / Title 12 / Section 1-1705
Transition rule for reinstatement of a corporation with a revoked charter
Status: in_force

A. A corporation whose charter was revoked before January 1, 2015, may be reinstated as provided in R.S. 12:1-1444 for a corporation that was terminated administratively. Subject to the time limitation stated in Subsection F of this Section, a corporation whose charter was revoked before January 1, 2015, may also be reinstated as provided in Subsections B through E of this Section.

B. A corporation whose charter was revoked before January 1, 2015, may request reinstatement by delivering to the secretary of state for filing articles of charter-revocation reinstatement and the current annual report. The articles of charter-revocation reinstatement and the annual report shall be signed by an officer or director of the corporation who is entitled to approve articles of reinstatement under R.S. 12:1-1444(B). The annual report shall be accompanied by a written consent to appointment signed by the registered agent named in the annual report.

C. The articles of charter-revocation reinstatement shall state all of the following:

(1) The name of the corporation.

(2) That the charter of the corporation was revoked before January 1, 2015.

(3) That the reinstatement was approved by an officer or director who is entitled to approve articles of reinstatement pursuant to R.S. 12:1-1444(B).

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

D. If the corporation's name is no longer available for use, the secretary of state shall file the articles of charter-revocation reinstatement only if the corporation also delivers for filing articles of amendment that change the name of the corporation to a name that meets the requirements of R.S. 12:1-401.

E. When the secretary of state files articles of charter-revocation reinstatement, the existence of the corporation is reinstated retroactively, and the corporation continues to exist as if the termination had never occurred.

F. A corporation may be reinstated pursuant to Subsections B through E of this Section only if the documents required by those Subsections, and entitled to filing pursuant to R.S. 12:1-120, are delivered for filing to the secretary of state before January 1, 2019.

Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-1620 — LA Code / Code revised-statutes / Title 12 / Section 1-1620
Financial statements for shareholders
Status: in_force

A. Once each calendar year a shareholder may obtain a report of financial information from the corporation. To obtain the report, a shareholder shall give a written notice of the request for the report to the corporation. The notice shall specify a postal mailing address, and if desired an electronic mailing address, to which the report should be delivered. Promptly after receiving the shareholder's notice, the corporation shall deliver to the shareholder, at one of the specified addresses, a report that complies with the requirements of Subsections B and C of this Section.

B. A report of financial information shall contain all of the following financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, for the last fiscal year ended at least four months before the effective date of the shareholder's notice:

(1) A balance sheet.

(2) An income statement.

(3) A statement of changes in shareholders' equity unless that information appears elsewhere in the financial statements provided.

(4) If ordinarily prepared by the corporation, a statement of cash flows.

C. If the corporation's financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the statements in the report of financial information listed in Subsection B of this Section must also be prepared on that basis. If those statements are reported upon by a public accountant, the accountant's report shall be delivered as part of the report of financial information described in Subsection B of this Section.

D. A public corporation may fulfill its responsibilities under this Section by delivering the financial statements listed in Subsection B of this Section, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission. A corporation that complies with this Subsection is not required to deliver a report of financial information as provided in Subsection A of this Section.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:234 — LA Code / Code revised-statutes / Title 12 / Section 234
Fixing record date
Status: in_force

A. For the purpose of determining members entitled to notice of, and to vote at, a meeting, or in order to make a determination of members for any other proper purpose, the board of directors may fix in advance a record date for determination of members for such purpose, such date to be not more than sixty days (or such shorter period as the by-laws may prescribe) and, if fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, not less than ten days, prior to the date on which the action requiring the determination of members is to be taken.

B. Except as otherwise provided by the board, if no record date is fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, the close of business on the day before the notice of the meeting is mailed (or, if notice is waived, on the day before the meeting) shall be the record date for such purpose.

C. A determination of members entitled to notice of, and to vote at, a meeting shall apply to any adjournment thereof, unless otherwise ordered by the board of directors.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1106 — LA Code / Code revised-statutes / Title 12 / Section 1-1106
Articles of merger or share exchange
Status: in_force

A. After a plan of merger or share exchange has been adopted and approved as required by this Part, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. Articles of merger need not be signed on behalf of any subsidiary that is a party to a merger authorized without the approval of the subsidiary's board of directors or shareholders as permitted by R.S. 12:1-1105(A). The articles shall set forth all of the following:

(1) The names of the parties to the merger or share exchange. In the case of a merger, the name of the surviving entity. In the case of a share exchange, the name of the corporation whose shares will be acquired and the name of the acquiring corporation.

(2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation.

(3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this Subpart and the articles of incorporation.

(4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect.

(5) As to each eligible entity or foreign corporation that was a party to the merger or share exchange, a statement that the participation of the eligible entity or foreign corporation was duly authorized as required by the organic law of the eligible entity or corporation.

B. Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange, and shall take effect at the effective time provided in R.S. 12:1-123. Articles of merger or share exchange filed under this Section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this Section and the other organic law.

C. Within thirty days of the date that articles of merger 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 any of the parties to the merger has immovable property.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2022, No. 193, §2.
La. Rev. Stat. § 12:1091 — LA Code / Code revised-statutes / Title 12 / Section 1091
Certificate of stock
Status: in_force

A. Each certificate of stock shall contain reference to any and all agreements among the corporation's shareholders made pursuant to R.S. 12:1094.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1-144 — LA Code / Code revised-statutes / Title 12 / Section 1-144
Householding
Status: in_force

A. A corporation has delivered written notice or any other report or statement under this Chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following conditions are met:

(1) The corporation delivers one copy of the notice, report, or statement to the common address.

(2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented.

(3) Each of those shareholders consents to delivery of a single copy of such notice, report or statement to the shareholders' common address. Any such consent shall be revocable by any of the shareholders who deliver written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than thirty days after delivery of the written notice of revocation.

B. Any shareholder who fails to object by written notice to the corporation, within sixty days of written notice by the corporation of its intention to send single copies of notices, reports or statements to shareholders who share a common address as permitted by Subsection A of this Section, shall be deemed to have consented to receiving such single copy at the common address.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1429 — LA Code / Code revised-statutes / Title 12 / Section 1-1429
:1-1429 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-830 — LA Code / Code revised-statutes / Title 12 / Section 1-830
Standards of conduct for directors
Status: in_force

A. Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation.

B. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

C. In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

D. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in Paragraph (F)(1) or Paragraph (F)(3) of this Section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.

E. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in Subsection F of this Section.

F. A director is entitled to rely, in accordance with Subsection D or E of this Section, on any of the following:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided.

(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.

(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-812 — LA Code / Code revised-statutes / Title 12 / Section 1-812
Director proxies
Status: in_force

A. A director may vote by proxy at a meeting of the board of directors or of a committee of the board only if the articles of incorporation so provide.

B. A director may appoint as proxy only another director, and the appointment may be made only by means of a signed writing that is delivered to the person who is presiding at the meeting at which the proxy seeks to cast the absent director's vote. The writing may contain instructions, general or special, concerning the proxy's authority.

C. Except as otherwise provided in the articles of incorporation, a separate appointment of a proxy is required for each meeting, and the proxy's authority under any appointment terminates at the conclusion of the meeting for which the appointment was made.

D. The proxy shall cast the votes of the absent director consistently with any instructions that the proxy receives from the absent director, but otherwise may cast votes on behalf of the absent director in accordance with the proxy's own discretion.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1411 — LA Code / Code revised-statutes / Title 12 / Section 1-1411
Revised Statutes 1-1411
Status: in_force

SUBPART B. ADMINISTRATIVE DISSOLUTION

§§1-1411 - 1-1429 [Reserved]

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1172 — LA Code / Code revised-statutes / Title 12 / Section 1172
Corporate name
Status: in_force

The corporate name may consist of any name approved by the secretary of state; however, it may only contain the full or last name or names of one or more shareholders duly licensed to practice architecture or engineering in this state. In all cases the corporate name shall end with language sufficient to identify the corporation as a corporation, such as, but not by way of limitation, "Incorporated", "Inc.", "Limited", or "Ltd.".

Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
La. Rev. Stat. § 12:1352 — LA Code / Code revised-statutes / Title 12 / Section 1352
Termination of withdrawal proceedings
Status: in_force

At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:1351, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by 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. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office and shall acknowledge receipt of the request by returning the application for withdrawal forms to the limited liability company or its representative. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:320 — LA Code / Code revised-statutes / Title 12 / Section 320
Application to authorized corporations
Status: in_force

Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every foreign corporation on or before January 1, 1969 authorized to transact business in this state; provided that this Chapter shall not affect or impair any right of any such foreign corporation which is guaranteed or protected by the Constitution of this state or of the United States; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1008 — LA Code / Code revised-statutes / Title 12 / Section 1-1008
Amendment pursuant to reorganization
Status: in_force

A. A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.

B. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth all of the following:

(1) The name of the corporation.

(2) The text of each amendment approved by the court.

(3) The date of the court's order or decree approving the articles of amendment.

(4) The title of the reorganization proceeding in which the order or decree was entered.

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

C. This Section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1022 — LA Code / Code revised-statutes / Title 12 / Section 1-1022
Public corporation bylaw provisions relating to the election of directors
Status: in_force

A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a public corporation may elect in its bylaws to provide a means for a shareholder to vote against the election of an individual to serve as a director and, notwithstanding a director's election by plurality vote, to limit the term or require the resignation of any director who receives more votes against than for his or her election.

B. The expiration of a limited term, or the resignation of a director, pursuant to a bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810.

C. A bylaw authorized by this Section may be repealed by either of the following:

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

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:901 — LA Code / Code revised-statutes / Title 12 / Section 901
Terms defined
Status: in_force

A. As used in this Chapter, "professional medical corporation" means a corporation organized pursuant to this Chapter for the practice of medicine or podiatry.

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

Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:991 — LA Code / Code revised-statutes / Title 12 / Section 991
Officers and agents
Status: in_force

A. Only voting shareholders, or voting shareholders of another professional dental corporation, 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 dentistry in this state may render dental services in behalf of a professional dental corporation.

C. Only a voting membership interest owner may be a dental limited liability manager.

Added by Acts 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1; Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:2.2 — LA Code / Code revised-statutes / Title 12 / Section 2.2
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 2012, No. 835, §1, eff. Jan. 1, 2013; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.