La. Rev. Stat. § 12:1-953 — LA Code / Code revised-statutes / Title 12 / Section 1-953
Articles of entity conversion
Status: in_force

A. After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this Subpart, articles of entity conversion shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles shall do all of the following:

(1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity.

(2) State the type of unincorporated entity that the surviving entity will be.

(3) Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.

(4) If the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached such a public organic document; except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

B. After the conversion of a domestic unincorporated entity to a domestic business corporation or to another form of domestic unincorporated entity has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion shall be signed on behalf of the converting entity by an officer or other duly authorized partner, member, manager or other representative. The articles shall do all of the following:

(1) Set forth the name of the converting entity immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which shall be a name that satisfies the requirements of the organic law of the surviving entity.

(2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the converting entity.

(3) Satisfy one of the following requirements concerning the provisions required by law to be included in the organic document of the surviving entity and, if required, in its initial report, do either of the following:

(a) If the surviving entity is a domestic business corporation, the articles of entity conversion shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or have attached articles of incorporation; except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

(b) If the surviving entity is a domestic filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached such a public organic document; except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

C. After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be signed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall do all of the following:

(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of R.S. 12:1-401.

(2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction.

(3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law.

(4) Either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or have attached articles of incorporation; except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

D. The articles of entity conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123. Articles of entity conversion under Subsection A or B of this Section may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this Section and the other organic law.

E. If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to Chapter 3 of this Title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.

F. Within thirty days after the date that the articles of entity conversion are delivered for filing to the secretary of state, a duplicate original of the articles shall be filed in the conveyance records of each parish in this state in which the converting entity owns immovable property.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:51 — LA Code / Code revised-statutes / Title 12 / Section 51
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 1987, No. 62, §2, eff. June 11, 1987; Acts 1988, No. 173, §2, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:957 — LA Code / Code revised-statutes / Title 12 / Section 957
Powers of stockholders and members; voting
Status: in_force

The stockholders and the members of the corporation shall have the following powers of the corporation:

(1) To determine the number of and elect directors as provided in R.S. 12:959;

(2) To make, amend, and repeal bylaws;

(3) To amend its charter as provided in R.S. 12:958;

(4) To dissolve the corporation as provided in R.S. 12:965;

(5) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, 1 or other similar federal laws now or hereafter enacted;

(6) To exercise such other of the powers of the corporation consistent with this Chapter as may be conferred on the stockholders and the members by the bylaws.

As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes, and except as otherwise herein provided, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.

Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined under R.S. 12:955(3)(b).

Acts 1969, No. 49, §7.

1 15 U.S.C.A. §§77c, 77ddd, 80a-18, 633, 636, 661, 662, 671, 672, 681-688, 691, 695, 696.
La. Rev. Stat. § 12:401 — LA Code / Code revised-statutes / Title 12 / Section 401
Organization authorized
Status: in_force

Cooperative, nonprofit membership corporations may be organized under this Part for the purpose of supplying electrical energy and promoting and extending the use thereof.

Renumbered from R.S.1950, §12:301 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1804 — LA Code / Code revised-statutes / Title 12 / Section 1804
Election of status; corporate name
Status: in_force

A. A business corporation incorporated in accordance with R.S. 12:1-201 et seq., may elect to be a benefit corporation under this Chapter by stating in its articles that it is a benefit corporation subject to this Chapter.

B. Any amendment to the articles of an existing business corporation to add a statement that it is a benefit corporation subject to this Chapter shall be adopted by at least the minimum vote. The notice of the meeting of shareholders to approve the amendment shall state the specific public benefits, if any, to be included in the purposes of the benefit corporation and shall explain the anticipated impact on shareholders of becoming a benefit corporation.

C. If an entity that is not a benefit corporation is a party to a merger or consolidation, and the surviving or new entity in the merger or consolidation is to be a benefit corporation, then the plan of merger or consolidation shall be adopted by at least the minimum vote.

D. The corporate name of a benefit corporation shall end with the following phrase, which may be in parentheses, "A Benefit Corporation".

Acts 2012, No. 442, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1307 — LA Code / Code revised-statutes / Title 12 / Section 1307
Reservation of name; transfer of reserved name
Status: repealed

A. The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by any of the following:

(1) A person who intends to organize a domestic limited liability company under this Chapter.

(2) A domestic limited liability company which proposes to change its name.

(3) A foreign limited liability company which intends to apply for authority to do business in this state.

(4) A foreign limited liability company authorized to do business in this state which proposes to change its name.

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

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

(3) Repealed by Acts 2015, No. 398, §4, eff. Oct. 5, 2015.

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

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

E. The secretary of state may prescribe and furnish forms to reserve the name and transfer the name.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2015, No. 398, §§2, 4, eff. Oct. 5, 2015; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2022, No. 193, §2.
La. Rev. Stat. § 12:1-1004 — LA Code / Code revised-statutes / Title 12 / Section 1-1004
Voting on amendments by voting groups
Status: in_force

A. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Subpart, on a proposed amendment to the articles of incorporation if the amendment would do any of the following:

(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.

(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.

(3) Change the rights, preferences, or limitations of all or part of the shares of the class.

(4) Change the shares of all or part of the class into a different number of shares of the same class.

(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class.

(6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class.

(7) Limit or deny an existing preemptive right of all or part of the shares of the class.

(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

B. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in Subsection A of this Section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

C. If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this Section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.

D. A class or series of shares is entitled to the voting rights granted by this Section although the articles of incorporation provide that the shares are nonvoting shares.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:465 — LA Code / Code revised-statutes / Title 12 / Section 465
How similar foreign associations may carry on business in Louisiana
Status: in_force

Any similar cooperative marketing association, organized under appropriate laws of any other state, for the purposes and with the restrictions and limitations substantially the same as those set forth herein, may operate and do business in this state with all the rights, powers and privileges granted to any cooperative marketing association incorporated under this Part, upon compliance with Chapter 3.

Renumbered from R.S.1950, §12:375 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:247.1 — LA Code / Code revised-statutes / Title 12 / Section 247.1
Change of jurisdiction of incorporation
Status: in_force

A. Any nonprofit corporation may change its state of incorporation from this state to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which authorize such a change.

B.(1) Such a change may be made by a Louisiana nonprofit corporation only pursuant to authorization thereof by a majority of the voting power present, or by such larger vote as the articles may require, at an annual or special meeting of the members or shareholders, the notice of which sets forth consideration of such action as a purpose of the meeting.

(2) There shall be filed with the secretary of state a certificate as to such authorization by the members or shareholders, signed by an officer of the corporation and acknowledged by the officer who signed it. The secretary of state may prescribe and furnish forms for the certificate. The certificate may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.

(3) When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate in his office, endorse thereon the date and, if requested, the hour of the filing thereof with him, and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to such other jurisdiction.

(4) A multiple original of the certificate issued by the secretary of state, or a copy certified by the secretary of state, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

(5) The corporation shall be deemed, when compliance has been had with the applicable requirements of the laws of such other jurisdiction, to be incorporated solely under the laws of such other jurisdiction and no longer under the laws of this state.

(6) Officially certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of such other jurisdiction shall be filed with the secretary of state and in the office of the recorder of mortgages of the parish in which the registered office of the corporation was last located.

C.(1) Such a change may be made by a foreign nonprofit corporation by filing with the secretary of state:

(a) A copy of its original or restated articles or certificate of incorporation and all amendments thereto subsequent to the latest restatement, which articles or certificate as amended or restated shall comply in substance with the provisions of R.S. 12:202 through 204.

(b) An application for incorporation under this Chapter, signed by an officer of the corporation and acknowledged by the officer who signed it, setting forth the jurisdiction under the laws of which it is incorporated and the number of issued shares of each class of its authorized stock, if any, or its number of members. The secretary of state may prescribe and furnish forms for the application of incorporation.

(c) A certificate by the secretary of state or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of such jurisdiction to become a nonprofit corporation incorporated under the laws of this state.

(2) These documents may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record such documents in his office, endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation to the corporation under the laws of this state, which shall show the date and, if endorsed on such documents, the hour of filing of such documents with him.

(3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state, except that in any proceeding brought by the state pursuant to R.S. 12:262, the certificate of incorporation shall be only prima facie evidence of due incorporation.

(4) Effective as of the time of filing such documents with the secretary of state, the corporation shall be deemed to be incorporated solely under the laws of this state and no longer under the laws of such other jurisdiction.

(5) Multiple originals, or copies certified by the secretary of state, of such documents filed with the secretary of state, with a copy of the certificate of incorporation, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. A copy of the certificate of incorporation, certified by the secretary of state, shall be filed as required by the laws of such other jurisdiction.

Acts 1993, No. 680, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-856 — LA Code / Code revised-statutes / Title 12 / Section 1-856
Indemnification of officers
Status: in_force

A. A corporation may indemnify and advance expenses under this Subpart to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for either of the following:

(1) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding.

(2) Liability arising out of conduct that constitutes any of the following:

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

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

(c) An intentional violation of criminal law.

B. [Reserved.]

C. An officer of a corporation is entitled to mandatory indemnification under R.S. 12:1-852, and may apply to a court under R.S. 12:1-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1350.1 — LA Code / Code revised-statutes / Title 12 / Section 1350.1
Annual report
Status: in_force

A. On or before the anniversary date of its qualification, each foreign limited liability company authorized to transact business in this state shall file an annual report each year with the secretary of state, signed by a member or manager, stating:

(1) The address of the registered office in the jurisdiction of organization and the address of its principal business office outside of this state.

(2) The address of the principal business establishment in this state, the address of the registered office in this state, and the name and address of its registered agent in this state.

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

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

Acts 2001, No. 1186, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:96 — LA Code / Code revised-statutes / Title 12 / Section 96
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1997, No. 1101, §1, eff. July 14, 1997; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1131 — LA Code / Code revised-statutes / Title 12 / Section 1131
Professional corporations
Status: in_force

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

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:443 — LA Code / Code revised-statutes / Title 12 / Section 443
Terms defined
Status: in_force

As used in this Part:

(1) "Association" means an association organized under this Part.

(2) "Member" means an actual member of an association without capital stock and the holder of common stock in an association organized with capital stock.

(3) "Person" includes individuals, firms, partnerships, corporations, and associations.

(4) "Sea food products" include shrimp, clams, fish, crabs, lobsters, and all other sea foods, as well as all by-products of sea foods.

(5) "Skins and furs" include all the skins and furs of all quadrupeds valuable for their skins or furs, including but not limited to alligators, minks, otter, muskrats, beaver, raccoons, opossums, weasels, spotted skunks, or "civet cats".

Renumbered from R.S.1950, §12:353 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
La. Rev. Stat. § 12:1092 — LA Code / Code revised-statutes / Title 12 / Section 1092
Liability of incorporators, subscribers, shareholders, directors, officers, and agents
Status: in_force

A. A subscriber to or holder of shares of a professional architectural 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 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:1-1001 — LA Code / Code revised-statutes / Title 12 / Section 1-1001
Authority to amend
Status: in_force

A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.

B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

C. An amendment that extends the duration of a corporation may be adopted even after that duration expires unless one of the following conditions exist:

(1) Articles of termination or a certificate of termination has been filed and the existence of the corporation has not been reinstated.

(2) Articles of dissolution have been delivered to the secretary of state and have not been revoked.

(3) A judgment ordering dissolution has become final.

D. If the duration of a corporation has expired and the adoption of an amendment extending that duration is permissible under Subsection C of this Section, then the following shall apply:

(1) The amendment may be adopted in the same manner as if the corporation's duration had not expired.

(2) The amendment has the same effect as if it had been adopted before the duration expired.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.9 — LA Code / Code revised-statutes / Title 12 / Section 499.9
Net savings; apportionment
Status: in_force

A. At least once a year the board of every cooperative housing corporation shall, after first setting aside an adequate portion of the net savings in a reserve fund for the general operation of the business, apportion the remainder of the net savings in one or more of the following ways:

(1) As a dividend not to exceed six percent, noncumulative, upon one or more classes of stock.

(2) As an equitable distribution or refund to all patrons in proportion to their individual patronage except that:

(a) In the case of a subscriber patron, the distribution or refund may be credited to the subscriber's account until the subscription has been fully paid; and

(b) In the case of a nonmember patron, the amount otherwise distributable may be retained by the cooperative housing corporation.

B. This Section shall not prevent a cooperative housing corporation from disposing of the net savings by reducing the cost of goods, facilities, or services or by applying such net savings otherwise for the common benefit of members.

C. This Section shall not prevent a cooperative housing corporation from adopting a system by which the net savings are deferred for a fixed period of time, nor from adopting a system in which the net savings distributed are partly in cash and partly in stock.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:178 — LA Code / Code revised-statutes / Title 12 / Section 178
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1442 — LA Code / Code revised-statutes / Title 12 / Section 1-1442
Administrative termination
Status: in_force

A. Subject to Subsection B of this Section, the secretary of state shall terminate the existence of a corporation if, according to the records of the secretary of state, the corporation has failed for ninety consecutive days to do either of the following:

(1) Comply with the requirements imposed by R.S. 12:1-501 concerning the continuous maintenance in this state of a registered office and registered agent.

(2) File an annual report as required by R.S. 12:1-1621.

B. The secretary of state shall give the corporation at least thirty days' written notice of the secretary's intention to terminate the corporation's existence under Subsection A of this Section. If the corporation eliminates the grounds for its termination before the end of the thirty-day notice period, the secretary of state shall not terminate the existence of the corporation.

C. The secretary of state terminates the existence of a corporation under this Section by filing a certificate of termination that states the grounds for termination.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
La. Rev. Stat. § 12:1074 — LA Code / Code revised-statutes / Title 12 / Section 1074
Corporate authority
Status: in_force

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

Added by Acts 1977, No. 730, §1.
La. Rev. Stat. § 12:163 — LA Code / Code revised-statutes / Title 12 / Section 163
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1. Amended by Acts 1972, No. 601, §1; Acts 1976, No. 631, §1; Acts 1980, No. 824, §1, eff. Aug. 1, 1980; Acts 1981, No. 582, §1, eff. July 20, 1981; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 88, §1; Acts 1984, No. 714, §1, eff. July 12, 1984; Acts 1997, No. 298, §1; Acts 1999, No. 342, §5; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

{{NOTE: SEE ACTS 1984, NO.714, §2.}}

1 As appears in enrolled bill.
La. Rev. Stat. § 12:1-129 — LA Code / Code revised-statutes / Title 12 / Section 1-129
Penalty for signing false document
Status: in_force

[Reserved.]

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

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

B. Only qualified persons duly licensed to practice law in this state may render legal services in this state on behalf of a professional law corporation. Nothing in this Section shall be construed to prohibit a qualified person from rendering legal services on behalf of a professional law corporation organized pursuant to this Chapter in any other state, territory of the United States, or the District of Columbia in accordance with the rules and regulations of such state.

Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:911 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:1701 — LA Code / Code revised-statutes / Title 12 / Section 1701
Filing methods
Status: in_force

A.(1) The secretary of state may accept any filing authorized by this Title by electronic, online, or facsimile transmission. All online filings authorized by this Title shall include an electronic signature.

(2) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

(3) "Online" means through the secretary of state's commercial online computer system.

B. Filing by facsimile. The process of transmitting printed documents by electronic method to the secretary of state, is deemed to be properly signed when the document received by a facsimile machine or document image attachment in e-mail in the commercial division, office of the secretary of state, purports to be a copy of the original document, and contains the signatures required by this Section.

C.(1) Online filing. The secretary of state is authorized to implement and establish procedures and systems for secure online form filing for the filing of any instrument required under this Title.

(2) Any requirement that an instrument filed under this Title shall be subscribed or acknowledged before a notary public may be dispensed with if the instrument is filed and signed electronically as provided in Paragraph (A)(2) of this Section by a person authorized to sign the instrument.

D.(1) Notwithstanding the provisions of this Section, any filing authorized by this Title that the secretary of state has the capability to accept online shall be filed only online.

(2) Notwithstanding any contrary provision of this Title, until the secretary of state has the capability to accept filings online, any filing with the secretary of state pursuant to this Title which has the effect of changing the name of a designated or registered agent or changing the name of a principal officer of the corporation shall be accompanied by a resolution signed by each member of the corporation's board of directors in order for the change to be deemed validly filed.

(3) Notwithstanding the provisions of this Section, any filing filed by an individual from a parish with a population of one hundred thousand or less according to the latest federal decennial census may be filed by facsimile transmission or mail.

Acts 2012, No. 791, §1; Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 554, §2, eff. Jan. 1, 2018.
La. Rev. Stat. § 12:492 — LA Code / Code revised-statutes / Title 12 / Section 492
Qualification and restrictions and procedural rights
Status: in_force

A. Any real estate investment trust desiring to do business in this state shall file with the secretary of state a verified copy of the trust instrument creating such a trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees. It shall also file true copies of the foregoing with the clerk of court in the parish in which it has its principal place of business in this state, and in any parish in which it owns any real property. Any person dealing with such trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed.

B. Except as otherwise specifically provided by law, any trust created under this part or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Louisiana and any parishes and municipalities thereof on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations.

C. Any such trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights, and duties existing under the statutes of this state in a manner similar to those applicable to domestic and foreign corporation, except that the provision of R.S. 12:1-401 and 204 relative to the use of the word "Trust" shall not be applicable to real estate investment trusts, as herein defined.

D. The secretary of state, commissioner of securities, and the collector of revenue of the state of Louisiana may prescribe binding rules and regulations applicable to such trusts consistent with this Part.

E. Repealed by Acts 2001, No. 8, §18, eff. July 1, 2001.

F. Any real estate investment trust which has once elected to be taxed under Part II, Subchapter M of the Internal Revenue Code of 1954, as amended, shall not thereafter lose the rights and duties granted under this Section, notwithstanding the fact that such trust no longer qualifies for taxation under Part II, Subchapter M of the Internal Revenue Code of 1954, as amended, provided that such trust continues to be managed by trustees for the benefit and profit of at least one hundred holders of transferable certificates evidencing beneficial interests in the trust estate.

G.(1) Any person who has or has had a property right, a procedural right, or any personal or real right affected by the retroactive application of R.S. 12:491(B) or Subsection F of this Section both as amended by Act 526 of 1977, shall have a period of thirty days from the effective date of this Act to petition a district court of competent jurisdiction for any relief authorized by law as to any rights affected thereby.

(2) The petition shall set forth the manner in which such rights have been affected by the retroactive application of the aforesaid provisions of Act 526 of the 1977 Regular Session of the Louisiana Legislature. Upon a proper showing that a petitioner's rights have been adversely affected by the retroactive application of the aforesaid provisions of Act 526 of the 1977 Regular Session of the Louisiana Legislature, the court shall render judgment granting petitioners restoration of any rights lost thereby.

(3) Upon application and a showing that the judgment of this lawsuit may affect other pending actions, judicial proceedings or property rights the court shall grant a temporary restraining order and, in due course, a preliminary injunction and a permanent injunction staying such other actions or proceedings whether they be summary, ordinary, executory or extraordinary. Bond shall be fixed at $250.00.

H.(1) In order to affect the title to immovable property as to third persons a notice of lis pendens must be filed into the conveyance records of the parish in which the immovable property is located and a notice of lis pendens must be served by registered or certified mail on any person claiming a present ownership interest in the immovable property. The notice of lis pendens must contain a description of the immovable property and be filed and/or served within six months of the effective date of this Act.

(2) For purposes of the sale of immovable property in this state, such sale by a corporation, trust or unincorporated association, which previously qualified as a real estate investment trust, and acting through its authorized officer, trustee, or agent is valid for title purposes.

Added by Acts 1962, No. 330, §1. Renumbered from R.S.1950, §12:396 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 136, §2; Acts 1977, No. 526, §1; Acts 1978, No. 723, §3, eff. July 17, 1978; Acts 2001, No. 8, §18, eff. July 1, 2001; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-1417 — LA Code / Code revised-statutes / Title 12 / Section 1-1417
:1-1417 [Reserved]
Status: repealed

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

A. A corporation that is not terminated may revoke its dissolution within one hundred and twenty days of its effective date.

B. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth all of the following:

(1) The name of the corporation.

(2) The effective date of the dissolution that was revoked.

(3) The date that the revocation of dissolution was authorized.

(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect.

(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.

(6) If shareholder action was required to revoke the dissolution, the information required by R.S. 12:1-1403(A)(3).

D. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.

F. A dissolution under R.S. 12:1-1438 is not revocable.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-740 — LA Code / Code revised-statutes / Title 12 / Section 1-740
Subpart definitions
Status: in_force

In this Subpart, the following meanings shall apply:

(1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in R.S. 12:1-747, in the right of a foreign corporation.

(2) "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. § 12:1803 — LA Code / Code revised-statutes / Title 12 / Section 1803
Definitions
Status: in_force

A. As used in this Chapter, the following terms and phrases shall have the meaning ascribed to them in this Section, unless the context clearly indicates otherwise:

(1) "Affiliate" means, in relation to a person, a subsidiary of the person or an entity which owns beneficially or of record a majority of the outstanding equity interests of the person.

(2) "Benefit corporation" means a business corporation which has elected to become subject to this Chapter and whose status as a benefit corporation has not been terminated.

(3) "Benefit director" means the director designated as the benefit director of a benefit corporation pursuant to R.S. 12:1822.

(4) "Benefit enforcement proceeding" means any claim or action for one or both of the following:

(a) Failure of a benefit corporation to pursue or create general public benefit or a specific public benefit set forth in its articles.

(b) Violation of any obligation, duty, or standard of conduct pursuant to this Chapter.

(5) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation pursuant to R.S. 12:1824.

(6) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation.

(7) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.

(8) "Material relationship" means the relationship between a person and a benefit corporation or any of its subsidiaries if any of the following apply:

(a) The person is, or has been within the last three years, an employee, other than a benefit officer, of the benefit corporation, or an affiliate of the benefit corporation.

(b) An immediate family member of the person is, or has been within the last three years, an employee, officer, or director of the benefit corporation, or an affiliate of the benefit corporation.

(c) There is beneficial or record ownership of five percent or more of the outstanding shares of the benefit corporation by either the person or an entity of which the person is a director, an officer, or a manager, or in which the person owns beneficially or of record five percent or more of the outstanding equity interests.

(9) "Minimum vote" means:

(a) In the case of a business corporation, the approval by holders of two-thirds of the shares present and voting of each class or series and any other approval or vote required under the Business Corporation Law or the articles.

(b) In the case of a domestic entity other than a business corporation, the approval by holders of two-thirds of each class or series of equity interests entitled to vote on any issue and any other approval or vote required under the law governing the internal affairs of the entity or its constituent documents.

(10) "Specific public benefit" means any of the following:

(a) Serving low-income or underserved individuals or communities.

(b) Promoting economic opportunity for low-income or underserved individuals or communities.

(c) Preserving the environment, promoting positive impacts on the environment, or reducing negative impacts on the environment.

(d) Improving human health.

(e) Promoting the arts, sciences, or advancement of knowledge.

(f) Increasing the flow of capital to entities with a purpose listed in this Paragraph.

(g) Historic preservation.

(h) Urban beautification.

(11) "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record fifty percent or more of the outstanding equity interests.

(12) "Third-party standard" means a recognized standard for defining, reporting, and assessing the performance of corporations in producing general public benefit and specific public benefits which is all of the following:

(a) Comprehensive in that it assesses the effect of the corporation and its operations in producing general public benefit and any specific public benefit specified in the articles.

(b) Transparent because the following information about the standard is publicly available:

(i) The criteria considered when measuring the overall social and environmental performance of a business.

(ii) The relative weightings, if any, of those criteria.

(iii) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard.

(iv) The process by which revisions to the standard and changes to the membership of the governing body are made.

(v) An accounting of the sources of financial support for the organization, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

B. Terms not otherwise defined in Subsection A of this Section shall have the meanings given to them in the Business Corporation Law.

C. For purposes of the definitions in this Section, a percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the association have been exercised.

Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1-1432 — LA Code / Code revised-statutes / Title 12 / Section 1-1432
Appointment of receiver or liquidator
Status: in_force

A. Unless an election to purchase has been filed under R.S. 12:1-1434, a court in a judicial proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may appoint one or more liquidators to wind up and liquidate, or one or more receivers to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or liquidator. The court appointing a receiver or liquidator has jurisdiction over the corporation and all of its property wherever located.

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

C. The court shall describe the powers and duties of the receiver or liquidator in its appointing order, which may be amended from time to time and may require the receiver or liquidator to file interim and final reports with the court as the court considers appropriate. Except as limited by the court, the following powers may be exercised:

(1) The liquidator may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to wind up the business and affairs of the corporation as contemplated by R.S. 12:1-1405.

(2) The receiver may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

D. The court may redesignate the receiver a liquidator, and may redesignate the liquidator a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

E. The court from time to time may order compensation paid and expenses paid or reimbursed to the receiver or liquidator from the assets of the corporation or proceeds from the sale of the assets.

F. If a court appoints a receiver or liquidator under this Section, then during the period of the appointment the receiver or liquidator assumes the responsibility and authority of the board of directors, except to the extent the appointing order provides otherwise, and the board of directors is relieved of that responsibility and authority. The receiver or liquidator is liable for a breach of duty as receiver or liquidator to the same extent that a director holding the same authority and responsibility would be liable.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:267 — LA Code / Code revised-statutes / Title 12 / Section 267
Effect of invalidity of part of Chapter; severability
Status: in_force

If any provision of this Chapter, or application thereof to any person or circumstance, is held invalid, such invalidity shall not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are declared severable.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1141 — LA Code / Code revised-statutes / Title 12 / Section 1141
Merger and consolidation
Status: in_force

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

Added by Acts 1980, No. 523, §1.
La. Rev. Stat. § 12:207 — LA Code / Code revised-statutes / Title 12 / Section 207
General powers
Status: in_force

A. A corporation shall have the power to perform any acts which are necessary or proper to accomplish its purposes as expressed or implied in the articles, or which may be incidental thereto.

B. Without limiting the grant of power contained in subsection A of this section, it is hereby specifically provided that every corporation shall, subject to the provisions of subsection D of this section, have authority:

(1) To have a corporate seal which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced; but failure to affix a seal shall not affect the validity of any instrument;

(2) To have perpetual existence, unless a limited period of duration is stated in its articles of incorporation;

(3) To sue and be sued in its corporate name;

(4) In any legal manner to acquire, hold, use and alienate or encumber property of any kind, including monies and its own shares, subject to special provisions and limitations prescribed by law or the articles;

(5) In any legal manner to acquire, hold, vote and use, alienate and encumber, and to deal in and with, shares, memberships, or other interests in, or obligations of, other nonprofit, business or foreign corporations, associations, partnerships, joint ventures, individuals or governmental entities;

(6) To make contracts, to incur liabilities, to borrow money, to issue notes, bonds and other obligations, and to secure any of its obligations by hypothecation of any kind of property;

(7) To lend money for its corporate purposes and invest and reinvest its funds, and to take and hold property or rights of any kind as security for loans or investments;

(8) To exercise its powers in this state and elsewhere as may be permitted by law;

(9) To elect or appoint officers and agents, to define their duties, and to fix their compensation; and to pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive and benefit plans for any or all of its employees;

(10) To make and alter by-laws, not inconsistent with the laws of this state or with the articles, for the administration and regulation of the affairs of the corporation;

(11) To provide indemnity and insurance pursuant to R.S. 12:227;

(12) To make donations for the public welfare, or for charitable, scientific, educational, religious or civic purposes;

(13) Subject to any limitations contained in this Chapter or in the trust instrument, to hold property in trust for the purpose or purposes set forth in its articles;

(14) Unless otherwise provided in the articles or otherwise specifically directed in the trust instrument, to invest funds received in trust, or the proceeds of any property thus received, in any investment which, in the exercise of the judgment of the directors, they may, after investigation and due deliberation, determine to be safe and proper investments, and to retain any investments heretofore so made, whether or not those investments are legal investments for trustees;

(15) In time of war or other national emergency, to do any lawful business in aid thereof, at the request or direction of any apparently authorized governmental authority.

C. Whenever any property has been acquired by one or more persons acting as trustees, or in any other capacity, for and in the name of any unincorporated association for religious, charitable or educational purposes, upon the incorporation of said association as a nonprofit corporation, a transfer to the corporation, made by the persons so acquiring the property or their survivors, shall vest the title and ownership of the property in the corporation as fully as if the transfer had been made by all of these persons, free of any claims of the heirs of any of these persons who may have died prior to the transfer. In the event of the death of all of the trustees or other persons so acquiring the property before a formal transfer has been made to the corporation, the title and ownership of the property shall be vested in the corporation, provided that the corporation has had possession of the property as owner, during the lifetime of the trustees or subsequently, for a period of ten years.

D. Except as otherwise provided in the articles or by-laws, a corporation may borrow money, purchase immovable property, or sell, lease, encumber or otherwise alienate any of its immovable property, only if a resolution so authorizing has been approved by the voting members at a regular or special meeting, convened after notice of its purpose. A resolution authorizing the borrowing of money need not specify the particular amounts, rates of interest or times of maturity of the loans, but these and similar provisions may be authorized by the directors.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:231 — LA Code / Code revised-statutes / Title 12 / Section 231
Quorum of members
Status: in_force

A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply:

(1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum.

(2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote.

(3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary.

Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
La. Rev. Stat. § 12:71 — LA Code / Code revised-statutes / Title 12 / Section 71
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. § 12:2.1 — LA Code / Code revised-statutes / Title 12 / Section 2.1
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, Acts 2014, No. 162, §1, eff. May 22, 2014.
La. Rev. Stat. § 12:1-603 — LA Code / Code revised-statutes / Title 12 / Section 1-603
Issued and outstanding shares
Status: in_force

A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.

B. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of Subsection C of this Section and to R.S. 12:1-640.

C. At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1340 — LA Code / Code revised-statutes / Title 12 / Section 1340
Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
Status: in_force

A. When a limited liability company has been liquidated completely:

(1) One or more members or the liquidator shall sign and acknowledge a certificate stating that the limited liability company has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for filing the certificate.

(2) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the limited liability company to be dissolved.

B. The certificate of the members or liquidator or the order shall be filed with the secretary of state who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law, shall record the same in his office and shall issue a certificate of dissolution of the limited liability company effective as of the date, which shall be stated therein, of filing of the certificate of the members or liquidator or the order.

C. Upon issuance of the certificate of dissolution, the separate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the limited liability company.

D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the members conducting the liquidation or liquidator, for the benefit of the persons entitled thereto, and be distributed accordingly.

E. Following cessation of the separate existence, the members conducting the liquidation or liquidator shall still have power to take all action required to preserve the interests of the limited liability company, its creditors, and members. The court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a liquidator or new liquidator for any proper purpose in case of the death, disability, or unwillingness to serve of the last previous liquidator or last member.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-1428 — LA Code / Code revised-statutes / Title 12 / Section 1-1428
:1-1428 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:219 — LA Code / Code revised-statutes / Title 12 / Section 219
Liability of subscribers and members
Status: in_force

A. A member of a corporation shall not be liable personally for any obligation of the corporation.

B. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the members who knowingly, or without the exercise of reasonable care and inquiry, consented thereto or voted in favor thereof shall be liable in solido to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.

C. Every member who receives any unlawful distribution of assets shall be liable to the corporation or to creditors of the corporation, or to both, in an amount not exceeding the amount so received by him. An action to enforce this liability must be brought within two years from the date on which the unlawful distribution was received, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

D. When the directors are held liable solely because of having negligently consented to or participated in any unlawful distribution, payment or return of assets, the directors shall have, to the extent of the payments made by them, a cause and right of action for indemnity against each of the members for the proportionate amount of the unlawful distribution received by such member. This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

E. A member shall not be liable for the commission of a prohibited act if he was absent from the meeting of members at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1100 — LA Code / Code revised-statutes / Title 12 / Section 1100
Regulation by Louisiana State Board of Architectural Examiners
Status: in_force

A. Professional architectural corporations 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.

B. If upon the effective date of this Act an architect or architects who are duly licensed to practice architecture in this state are so engaged in corporation form, contracts entered into by such corporations to perform or furnish professional architectural services shall not be rendered invalid by virtue of the noncompliance with the provisions of this Act. Architects operating in corporate form as of the effective date hereof shall cause such corporations to comply with the provisions of this Act within ninety days of the effective date of this Act.

C. Evidence of such compliance referred to in Subsection B of this Section shall be accomplished by the corporations filing with the Louisiana State Board of Architectural Examiners a declaration duly certified by the corporate president and secretary and sworn to before a Notary Public, that such corporation is in full compliance with this Act and particularly with R.S. 12:1090(B).

D. Upon the receipt of such certification, the Louisiana State Board of Architectural Examiners shall issue a certificate of compliance upon being reasonably satisfied from the evidence available to it that the corporation meets the requirements of this Act. The failure of the board to issue such a certificate without just cause shall in no way effect or invalidate contracts to furnish architectural services heretofore entered into by the corporation seeking to qualify without a hearing conducted by the board under the provisions of the Louisiana Administrative Procedure Act.

Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
La. Rev. Stat. § 12:260 — LA Code / Code revised-statutes / Title 12 / Section 260
Compromise arrangements; reorganizations; approval and effect
Status: in_force

A. Unless the articles provide otherwise, a corporation may have the benefit of the provisions of this section.

B. When, in a proceeding for voluntary or involuntary dissolution subject to the supervision of the court, or when the property and affairs of the corporation are being administered by a liquidator or receiver appointed by the court, a compromise or arrangement or plan of reorganization is proposed between the corporation and its creditors, or any class of them, or between the corporation and its members, or any class of them, the court, upon application of the corporation or of any creditor or members, or of the liquidator or receiver, may order in a summary way a meeting of the creditors, or class of creditors, or the members, or class of members, as the case may be, to be summoned and held in such manner as the court may direct.

C. If a majority in number, representing also three-fourths in interest of the creditors, or class of creditors, or three-fourths of the voting power of all members, or class of members, as the case may be, agree to any compromise or arrangement or plan of reorganization of the corporation as a consequence of the proposed compromise or arrangement or plan of reorganization, the compromise or arrangement or plan of reorganization, if sanctioned by the court, shall be binding on all the creditors, or class of creditors, or on all the members, or class of members, as the case may be, and also on the corporation, liquidator or receiver. All corporate action, and all matters and things necessary or proper to be done to carry into effect the compromise or arrangement or plan of reorganization, shall be had and done under the supervision, control and decree of the court.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-120 — LA Code / Code revised-statutes / Title 12 / Section 1-120
Requirements for documents; extrinsic facts
Status: in_force

A. A document must satisfy the requirements of this Section, and of any other provision of this Chapter that adds to or varies these requirements, to be entitled to filing by the secretary of state.

B. The filing of the document in the office of the secretary of state must be required or permitted by this Chapter.

C. The document must contain the information required by this Chapter. It may contain other information as well.

D. The document must be typewritten or printed or, if transmitted electronically or online, it must be in a format that can be retrieved or reproduced in typewritten or printed form. The inclusion of handwritten notations or entries on a typewritten or printed document does not affect the eligibility of the document for filing.

E. The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

F. The document must be signed by one of the following:

(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers.

(2) If directors have not been selected or the corporation has not been formed, by an incorporator.

(3) If the corporation is in the hands of a receiver, liquidator, trustee, or other court-appointed fiduciary, by that fiduciary.

G. The person executing the document shall sign it and state, beneath or opposite the person's signature, the person's name and the capacity in which the document is signed. The document may but need not contain a corporate seal.

H. Except as provided in R.S. 12:1701, the following documents shall be acknowledged by one of the persons who signs the document or instead shall be executed by authentic act:

(1) Articles of incorporation.

(2) Written consent to appointment by a registered agent.

(3) Articles of correction.

(4) Articles of amendment.

(5) Articles of merger.

(6) Articles of share exchange.

(7) Articles of domestication.

(8) Articles of nonprofit conversion.

(9) Articles of nonprofit domestication and conversion.

(10) Articles of entity conversion.

(11) Articles of dissolution.

(12) Articles of revocation of dissolution.

(13) Articles of termination.

(14) Articles of reinstatement.

(15) Contract acknowledgment statement by a corporation that contracts with the state.

(16) Articles of charter surrender.

I. If the secretary of state has prescribed a mandatory form for the document pursuant to R.S. 12:1-121, the document must be in or on the prescribed form.

J. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic or online transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically or online, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in R.S. 12:1-503.

K. When the document is delivered to the office of the secretary of state for filing, the correct filing fee and any tax, fee, or penalty required to be paid therewith by this Chapter or other provision of law must be paid, or provision for payment made, in a manner permitted by the secretary of state.

L. Whenever a provision of this Chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.

(2) The facts may include any of the following but are not limited to:

(a) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.

(b) A determination or action by any person or body, including the corporation or any other party to a plan or filed document.

(c) The terms of, or actions taken under, an agreement to which the corporation is a party or any other agreement or document.

(3) As used in this Subsection:

(a) "Filed document" means a document filed with the secretary of state under any provision of this Chapter except R.S. 12:1-1621.

(b) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange.

(4) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:

(a) The name and address of any person required in a filed document.

(b) The registered office of any entity required in a filed document.

(c) The registered agent of any entity required in a filed document.

(d) The number of authorized shares and designation of each class or series of shares.

(e) The effective date of a filed document.

(f) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in Subparagraph (L)(2)(a) of this Section or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this Paragraph are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

M. As used in this Section, "online" means through the secretary of state's commercial online computer system.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 554, §2, eff. Jan. 1, 2018; Acts 2023, No. 26, §2.
La. Rev. Stat. § 12:1410 — LA Code / Code revised-statutes / Title 12 / Section 1410
Officers and agents
Status: in_force

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1160 — LA Code / Code revised-statutes / Title 12 / Section 1160
Directors
Status: in_force

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

Added by Acts 1982, No. 218, §1.
La. Rev. Stat. § 12:1-502 — LA Code / Code revised-statutes / Title 12 / Section 1-502
Change of registered office or registered agent
Status: in_force

A. A corporation may change its registered office or the identity or address of its registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following information:

(1) The name of the corporation.

(2) The street address of its current registered office.

(3) If the current registered office is to be changed, the street address of the new registered office.

(4) The name and street address of its current registered agent.

(5) If the identity of the current registered agent is to be changed, the name of the new registered agent, and the new agent's signed written consent to the appointment, either on the statement or attached to it.

(6) If the street address of the registered agent is to be changed, the new street address of the registered agent.

(7) If the registered agent is a corporation or eligible entity, 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.

B. A registered agent may change its street address on the records of the secretary of state for all corporations for which it serves as registered agent by delivering to the secretary of state a statement of change that sets forth all of the following information:

(1) The name of the registered agent.

(2) The name of the corporation for which it is acting as registered agent.

(3) Its current street address to be changed.

(4) Its new street address.

(5) A certification that the registered agent has notified all of the corporations for which it serves as registered agent of the change in its address to the new street address specified in the statement of change.

C. A registered agent may satisfy the requirements of Subsection B of this Section for multiple corporations through the delivery of a single statement of change that complies with Subsection B of this Section, provides the names of all of the corporations for which the statement is to be effective, and certifies that the registered agent has notified all of those corporations of the change in its address to the new street address specified in the statement of change.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
La. Rev. Stat. § 12:1-1440 — LA Code / Code revised-statutes / Title 12 / Section 1-1440
Articles of termination
Status: in_force

A. When the board of directors, or the liquidator acting during the liquidator's appointment, determines that the corporation has completed the winding up and liquidation of its business and affairs, the board of directors or liquidator may cause the corporation to deliver to the secretary of state for filing articles of termination.

B. The articles of termination shall state all of the following:

(1) The name of the corporation.

(2) The date of its dissolution.

(3) Whether its dissolution was voluntary or judicial.

(4) That the corporation has paid or made reasonable provision for the payment of all of its liabilities.

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders.

C. If the articles of termination are signed by a liquidator, the secretary of state shall not file the articles unless the articles have attached or appended to them a certified copy of the court order that authorizes the liquidator to wind up the affairs of the corporation.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1412 — LA Code / Code revised-statutes / Title 12 / Section 1412
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional social work 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.

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:985 — LA Code / Code revised-statutes / Title 12 / Section 985
Shares
Status: in_force

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

B. Either a shareholder who is a natural person duly licensed to practice dentistry in this state, and who holds his shares in his own right, or another professional dental corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to dental services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:993B.

C. R.S. 12:78 shall not apply to professional dental corporations.

Added by Acts 1970, No. 127, §1. Amended by Acts 1972, No. 80, §1; Acts 1980, No. 674, §1.
La. Rev. Stat. § 12:1-723 — LA Code / Code revised-statutes / Title 12 / Section 1-723
Shares held by intermediaries and nominees
Status: in_force

A. A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The extent, terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.

B. The procedure shall specify all of the following information:

(1) The types of intermediaries or nominees to which it applies.

(2) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed.

(3) The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person or persons on whose behalf the shares are held.

(4) The information that must be provided when the procedure is selected.

(5) The period for which selection of the procedure is effective.

(6) The requirements for notice to the corporation with respect to the arrangement.

(7) The form and contents of the beneficial ownership certificate.

C. The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:54 — LA Code / Code revised-statutes / Title 12 / Section 54
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. § 12:956 — LA Code / Code revised-statutes / Title 12 / Section 956
Duration of membership; notice of withdrawal
Status: in_force

Membership in the corporation shall be for the duration of the corporation; provided that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice.

A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of said member.

Acts 1969, No. 49, §6.
La. Rev. Stat. § 12:1013 — LA Code / Code revised-statutes / Title 12 / Section 1013
The corporate name
Status: in_force

The corporate name shall consist of the full or last name or the names of one or more voting shareholders, former voting shareholders, or members of a predecessor accounting firm, may include "limited" or "Ltd.", and shall end with one of the phrases which may be in parenthesis "A Professional Accounting Corporation", "A Professional Corporation", or "A Corporation of Certified Public Accountants". The name need not contain "Incorporated" or "Inc.".

Added by Acts 1970, No. 191, §1.
La. Rev. Stat. § 12:1317 — LA Code / Code revised-statutes / Title 12 / Section 1317
Agency power of managers or members
Status: in_force

A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, is a mandatary of the limited liability company for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables, unless such mandate is restricted or enlarged in the articles of organization or unless such member or manager lacks the authority to act for the limited liability company and the person with whom he is dealing has knowledge of the fact that he lacks such authority.

B. Persons dealing with a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, of the limited liability company shall be deemed to have knowledge of restrictions on the authority of such a member or manager contained in a written operating agreement if the articles of organization of the limited liability company contain a statement that such restrictions exist.

C. Persons dealing with a limited liability company may rely upon a certificate of any person named in the statement provided for in R.S. 12:1305(C)(5), or, if no such person or persons are so named, upon a certificate of one or more managers or members, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take actions referred to in R.S. 12:1318(B).

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1604 — LA Code / Code revised-statutes / Title 12 / Section 1604
Continuation and updating of professional or other license
Status: in_force

A. A converting entity that holds a license immediately before a nonprofit conversion or entity conversion continues to hold the license as a surviving entity unless the surviving entity fails to comply with an allowed update rule, or is not a form of business entity that may hold that kind of license. The continued holding of a license under this Subsection does not affect the expiration date or any of the terms or conditions of the license. The license continues to be held, and may be suspended, restricted, or revoked, as if the conversion had not occurred.

B. The rules of a licensing body may require a surviving entity to update its licensing information by delivering a copy of any of the following documents to the licensing body within ninety days after the effective date of the conversion, or by a later date set by those rules:

(1) The articles of entity conversion, acknowledged as filed by the secretary of state as provided in the Business Corporation Act.

(2) The license being updated.

(3) A bond or certificate of insurance in the name of the surviving entity for any coverage required for the issuance of the kind of license being updated.

(4) An amendment or amended version of any contract or other agreement required for the issuance of the kind of license being updated, naming the surviving entity as a party to the required contract or agreement.

C. The rules of a licensing body may require the surviving entity to pay a fee of up to twenty-five dollars to update the license.

D. An updated license shall be issued by the licensing body within thirty days of its receipt of the documents and fee required by its allowed update rules, but if a surviving entity has complied with the allowed update rules of the licensing body, a failure by the licensing body to issue an updated license does not affect the continued holding of the license as provided in Subsection A of this Section.

E. A license held by a converting entity terminates on the effective date of the conversion if the surviving entity in the conversion is a form of business entity that may not hold the license.

F. If a surviving entity fails to comply with an allowed update rule concerning a license, the license terminates at the end of the ninetieth day after the effective date of the conversion or, if a later date for compliance is set by the allowed update rule, at the end of the later date.

G. Except for publicly traded entities, the provisions of this Section shall not apply to a surviving entity seeking an updated license that has any change in ownership interests or has changed ownership by including an individual or entity that did not have an ownership interest in the surviving entity immediately prior to the conversion.

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:984 — LA Code / Code revised-statutes / Title 12 / Section 984
Corporate and limited liability company authority
Status: in_force

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

Added by Acts 1970, No. 127, §1. Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:1411 — LA Code / Code revised-statutes / Title 12 / Section 1411
Merger and consolidation
Status: in_force

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1-207 — LA Code / Code revised-statutes / Title 12 / Section 1-207
Emergency bylaws
Status: in_force

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in Subsection D of this Section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following:

(1) Procedures for calling a meeting of the board of directors.

(2) Quorum requirements for the meeting.

(3) Designation of additional or substitute directors.

B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are effective only during the emergency.

C. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.

D. An emergency exists for purposes of this Section if a catastrophic event makes it impracticable to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:247 — LA Code / Code revised-statutes / Title 12 / Section 247
Voluntary transfer of assets
Status: in_force

A. A voluntary sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation, including its good will, franchise or other rights, may be authorized by it, in the manner prescribed in this section, upon such terms and conditions as it deems expedient, including an exchange for shares or obligations of another nonprofit, business or foreign corporation.

B. If the corporation is not insolvent, such authorization may be given only by the members, by vote of two-thirds (or such lesser proportion, not less than a majority, as the articles may provide) in interest of the voting members present. The notice of the meeting of members at which such authorization is considered shall state such consideration as a purpose of the meeting, and if the corporation has no non-shareholding members, the notice shall also contain, if applicable, the following statement: "Dissenting shareholders who comply with the procedural requirements of the Nonprofit Corporation Law of Louisiana will be entitled to receive payment of the fair cash value of their shares if the transaction to be considered is effected upon approval by less than two-thirds of the corporation's total voting power." If the corporation is insolvent, such authorization may be given by vote of two-thirds of the entire board of directors, approved by the voting members as required by R.S. 12:207(D) if immovable property is involved.

C. After such authorization or approval by a vote of members, the board of directors may nevertheless, in its discretion, abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without action or approval by the members.

D. This section shall not be construed to authorize a conveyance or exchange of assets in fraud of corporate creditors or minority members, or members without voting rights, or in violation of the Bulk Sales Law.

E. Nothing in this section is intended to restrict the power of any corporation, without authorization or approval thereof by the members, to sell, lease, exchange or otherwise dispose of any of its movable property if the entire corporate business is not ended thereby, or if some portion of the proceeds of such property are appropriated to the conduct or development of its remaining activities.

F. An action or suit to enjoin or set aside a conveyance by a corporation, on the ground that there has not been compliance with the provisions of this section relating to the sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation, must be brought within ninety days after the corporate action purporting to authorize such disposition was taken, and this time limit shall not be subject to suspension on any ground, or to interruption on any ground other than timely suit.

G. This section does not apply to mortgages, pledges or other security transactions, which may be authorized by action of the board of directors taken as provided in R.S. 12:224 whether the corporation is solvent or insolvent and whether or not all or substantially all of the assets of the corporation are affected thereby.

Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§20, 21, emerg. eff. June 18, 1970, at 5:05 P.M.
La. Rev. Stat. § 12:239 — LA Code / Code revised-statutes / Title 12 / Section 239
Special amendment provisions
Status: in_force

A. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to effect such increase.

B. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.

C. A merger agreement which complies with the provisions of R.S. 12:243(1) may prescribe changes to be effected by the merger in the articles of the surviving business corporation.

D. In case of an amendment pursuant to Subsection A or B of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:238 and 240, but omission to file such articles of amendment shall not derogate from the effectiveness of the amendment.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1197 — LA Code / Code revised-statutes / Title 12 / Section 1197
Action of shareholders
Status: in_force

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:914 — LA Code / Code revised-statutes / Title 12 / Section 914
Regulation by Louisiana State Board of Medical Examiners
Status: in_force

Professional medical corporations shall be subject to the discipline of the Louisiana State Board of Medical Examiners and to its authority to adopt rules and regulations governing the practice of medicine or podiatry.

Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:1330 — LA Code / Code revised-statutes / Title 12 / Section 1330
Assignment of membership interest
Status: in_force

A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part. An assignment of a membership interest shall not entitle the assignee to become or to exercise any rights or powers of a member until such time as he is admitted in accordance with the provisions of this Chapter. An assignment shall entitle the assignee only to receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor was entitled to the extent assigned.

B. Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the membership interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.

C. Unless otherwise provided in a written operating agreement and except to the extent assigned by agreement, until an assignee of a membership interest becomes a member, the assignee shall have no liability as a member solely as a result of such assignment.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
La. Rev. Stat. § 12:1-1107 — LA Code / Code revised-statutes / Title 12 / Section 1-1107
Effect of merger or share exchange
Status: in_force

A. When the merger becomes effective, all of the following shall apply:

(1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be.

(2) The separate existence of every corporation or eligible entity that is merged into the survivor ceases.

(3) All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without any transfer, assignment, reversion or impairment.

(4) All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor.

(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger.

(6) The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger.

(7) The articles of incorporation or organic documents of a survivor that is created by the merger become effective.

(8) The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, or into cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Part 13 of this Chapter or the organic law of the eligible entity.

(9) The survivor possesses all the rights, licenses, privileges, and franchises possessed by each of the parties to the merger, except that the survivor does not possess any right, license, privilege, or franchise that the survivor is ineligible to possess or to exercise or that does not survive a merger because of a provision to that effect in the law or administrative rules under which the right, license, privilege, or franchise is held at the time of the merger.

B. When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, or for cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Part 13 of this Chapter.

C. A person who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or share exchange shall have owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or share exchange.

D. Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger remains both of the following:

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

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

E. The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger or share exchange shall be as follows:

(1) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange.

(2) The person shall not have owner liability under the organic law of the entity in which the person was a shareholder or interest holder prior to the merger or share exchange for any debt, obligation, or liability that arises after the effective time of the articles of merger or share exchange.

(3) The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (E)(1) of this Section, as if the merger or share exchange had not occurred.

(4) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by Paragraph (E)(1) of this Section, as if the merger or share exchange had not occurred.

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

(1) The survivor were a foreign corporation.

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

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

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

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

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:987 — LA Code / Code revised-statutes / Title 12 / Section 987
Liability of incorporators, subscribers, shareholders, directors, officers and agents
Status: in_force

A. A subscriber to or holder of shares of a professional dental 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 1970, No. 127, §1.
La. Rev. Stat. § 12:1329 — LA Code / Code revised-statutes / Title 12 / Section 1329
Nature of membership interest
Status: in_force

A membership interest shall be an incorporeal movable. A member shall have no interest in limited liability company property.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1111 — LA Code / Code revised-statutes / Title 12 / Section 1111
Professional corporations
Status: in_force

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:1-1605 — LA Code / Code revised-statutes / Title 12 / Section 1-1605
Inspection of records by directors
Status: in_force

A. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

B. The district court of the parish where the corporation's principal office or, if none in this state, its registered office is located may order inspection and copying of the books, records, and documents at the corporation's expense, upon petition of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of a petition under this Subsection by summary proceeding.

C. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the proceeding under Subsection B of this Section. In addition to a director's rights under this Section, a director is also entitled to the corporation's payment of expenses, and to the corporation's provision of copies at the corporation's expense, on the same basis as a shareholder under R.S. 12:1-1604, regardless of whether the director is a shareholder or holds the percentage of shares specified in R.S. 12:1-1602.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:483 — LA Code / Code revised-statutes / Title 12 / Section 483
Certificate of incorporation; form and contents
Status: in_force

The certificate of incorporation shall be in the form provided by law for all religious corporations and must in addition recite therein that the purpose and intent of the corporation is to maintain, propagate, practice and forever perpetuate religious worship, service, sacraments and teachings in full accordance and unity with the doctrine, ritual, canon law, faith, practice, discipline, traditions and usages of the Orthodox Church and for the carrying out of the said purpose and intent to maintain a religious organization which will be adherent and obedient to the Orthodox ecclesiastical jurisdiction and authority and which shall recognize and remain subject to the duly appointed and canonical Orthodox hierarch, archbishop, bishop or administrator appropriate for the Orthodox communicant members comprising the same.

Acts 1954, No. 226, §3. Renumbered from R.S.1950, §12:393 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:1-123 — LA Code / Code revised-statutes / Title 12 / Section 1-123
Effective time and date of document
Status: in_force

A. Except as provided in Subsections B and C of this Section and in R.S. 12:1-124(C), a document accepted for filing is effective at one of the following:

(1) The date and time of its receipt for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of receipt.

(2) A later time, on the date of receipt, specified in the document as its effective time.

B. Except as provided in Subsection C of this Section, a corporation's original articles of incorporation become effective when signed as provided in R.S. 12:1-120 if all of the following conditions are met:

(1) The articles are received for filing by the secretary of state within five days, exclusive of legal holidays, after the date that the articles are signed.

(2) The articles are accepted for filing.

C. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be earlier than the first date and time that the document otherwise would have become effective under this Section or later than the ninetieth day after the date the document is received for filing by the secretary of state.

D. A document is accepted for filing when the secretary of state files the document as provided in R.S. 12:1-125(B).

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1331 — LA Code / Code revised-statutes / Title 12 / Section 1-1331
Court costs and expenses
Status: in_force

A. The court in an appraisal proceeding commenced under R.S. 12:1-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Part.

B. The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable against either of the following:

(1) The corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of R.S. 12:1-1320, 1-1322, 1-1324, or 1-1325.

(2) Either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Part.

C. If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefitted.

D. To the extent the corporation fails to make a required payment pursuant to R.S. 12:1-1324, 1-1325, 1-1326, or 1-1330(A), the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit. The shareholder's right to enforce the corporation's payment obligation under this Subsection is perempted five years after the date that the payment by the corporation becomes due under the relevant provision.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1413 — LA Code / Code revised-statutes / Title 12 / Section 1413
Regulation by the Louisiana State Board of Social Work Examiners
Status: in_force

Professional social work corporations shall be subject to the discipline of the Louisiana State Board of Social Work Examiners and to its authority to adopt rules and regulations governing the practice of social work.

Acts 1997, No. 1169, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
La. Rev. Stat. § 12:1110 — LA Code / Code revised-statutes / Title 12 / Section 1110
Terms defined
Status: in_force

As used in this Chapter:

A. "Professional Optometry Corporation" means a corporation organized pursuant to this Chapter for the practice of optometry as provided for by R.S. 37:1041 through R.S. 37:1067 inclusive.

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

Added by Acts 1980, No. 404, §1.
La. Rev. Stat. § 12:175 — LA Code / Code revised-statutes / Title 12 / Section 175
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. § 12:404 — LA Code / Code revised-statutes / Title 12 / Section 404
Name
Status: in_force

The name of each cooperative shall include the words "Electric" and "Cooperative," and the abbreviation "Inc.," provided, however, such limitation shall not apply if, in any affidavit made by the president or vice-president of the cooperative and filed with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name; and provided, further, that any corporation which may be converted into a cooperative and become subject to this Part as provided in R.S. 12:417 may at its election retain the corporate name used by it prior to such conversion or such domestication. The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of, or authorized to transact business in, this state. The words "Electric" and "Cooperative" shall not both be used in the name of any corporation organized under the laws of, or authorized to transact business in, this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this Part.

Renumbered from R.S.1950, §12:304 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:499.13 — LA Code / Code revised-statutes / Title 12 / Section 499.13
Homestead exemption
Status: in_force

Property owned by a cooperative housing corporation and subject to a proprietary lease shall be subject to the homestead exemption pursuant to Article VII, Section 20 of the Constitution of Louisiana.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:806 — LA Code / Code revised-statutes / Title 12 / Section 806
Certificate of stock
Status: in_force

A.(1) Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held by a qualified person, 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 legal services by, the corporation, or to have access to any records or communications pertaining to legal services rendered by, or any other affairs of, the corporation."

(2) Each certificate of stock representing a nonvoting share shall contain a statement that such shares are nonvoting shares.

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. 12:809.

C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:22,* 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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:906 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No.225, §1.

*NOTE: REPEALED. SEE HISTORICAL NOTE UNDER THIS SECTION IN WEST'S LSA.
La. Rev. Stat. § 12:204.1 — LA Code / Code revised-statutes / Title 12 / Section 204.1
Corporate name restrictions
Status: in_force

A. Except as provided in this Section, the corporate name of a nonprofit corporation or organization shall not contain the name of any public park, playground, or other public facility together with the word "benefit", "benevolent", "endowment", "philanthropic", "foundation", or "fund". Nor shall a nonprofit corporation or organization deceptively or falsely imply or otherwise suggest that the corporation or organization is organized for the financial benefit of a park, playground, or other public facility unless the articles of incorporation provide that the revenues of such corporation or organization are dedicated to the exclusive or sole benefit of such park, playground, or other public facility and the governing authority of the governmental entity that owns or operates the park, playground, or public facility, by written consent, agrees to the corporate use of the name of the park, playground, or public facility.

B.(1) If use of the name of a park, playground, or other public facility is consented to by the appropriate governmental entity, such written consent shall be in the form of a contract for a fixed term of ten years. At the expiration of such contract, the corporation shall have one hundred eighty days within which to either amend its corporate name or obtain another renewal of the contract authorizing the continued use of the name.

(2) Any corporation existing on July 10, 1997, whose corporate name contains the name of a park, playground, or other public facility together with the word "benefit", "benevolent", "endowment", "philanthropic", "foundation", or "fund" shall have one hundred eighty days within which to either obtain consent of the governing authority that owns or operates such park, playground, or public facility or amend its articles of incorporation to provide that the revenues of such corporation or organization are dedicated to the exclusive or sole benefit of such park, playground, or public facility.

C. In addition to the remedies otherwise provided by law, any governmental entity may enforce the provisions of this Section by a civil suit, including a suit to enjoin any violation hereof. Upon finding that a person, corporation, or organization has knowingly violated this Section, a court may award damages, including an award of all profits derived from the said violation, and may order the destruction of all items bearing the name, symbol, or other descriptive inscription in violation of this Section.

Acts 1997, No. 819, §1, eff. July 10, 1997.
La. Rev. Stat. § 12:1705 — LA Code / Code revised-statutes / Title 12 / Section 1705
Business organizations; juridical personalities
Status: in_force

A. The separate juridical personality of a business organization shall not be disregarded as between one business organization and another except on grounds that would justify disregarding the separate personality of a business organization as between the business organization and a natural person.

B. Notwithstanding Subsection A of this Section, the separate juridical personality of a business organization may not be disregarded merely because one or more of the following circumstances exist:

(1) They control one another or are under the common control of the same person or business organization.

(2) They have common directors, officers, shareholders, members, managers, partners, or employees.

(3) They have common offices.

(4) They are subject to unified administrative control.

(5) They utilize a centralized accounting system.

(6) One business organization finances, incorporates, or organizes another.

(7) One business organization makes properly documented payments on behalf of another or makes properly documented use of the property of another.

(8) The employees of one business organization provide properly documented services for another.

(9) One business organization receives no business other than that given to it by another.

C. For purposes of this Section, the term "business organization" means a business corporation, nonprofit corporation, limited liability company, partnership, trust, or other form of business organization that is treated as a juridical person or legal entity pursuant to the laws of the state or country under which it is incorporated or organized.

D.(1) This Section shall not affect any legal or regulatory action taken by the commissioner of insurance pursuant to the Louisiana Insurance Code, Chapter 9 of Title 22 of the Louisiana Revised Statutes of 1950.

(2) This Section shall not affect any law or administrative rule that permits or requires a group of business organizations to be consolidated, unified, or disregarded for the purposes provided in the applicable law or administrative rule.

Acts 2024, No. 277, §1.
La. Rev. Stat. § 12:152 — LA Code / Code revised-statutes / Title 12 / Section 152
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. § 12:246 — LA Code / Code revised-statutes / Title 12 / Section 246
Effect of merger or consolidation
Status: in_force

Upon the effectiveness of the merger or consolidation, the effect thereof shall be that:

A. The several parties to the joint agreement shall be one nonprofit, business or foreign corporation, which shall be

(1) In the case of merger, that one of the constituent nonprofit, business or foreign corporations into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose, or

(2) In the case of consolidation, the new nonprofit, business or foreign corporation into which it has been agreed that the others shall be consolidated.

B. The separate existence of the constituent nonprofit, business and foreign corporations shall cease, except that of the surviving nonprofit, business or foreign corporation in the case of merger.

C. The surviving or new nonprofit, business or foreign corporation shall possess all the rights, privileges and franchises possessed by each of the former nonprofit, business and foreign corporations so merged or consolidated, except that a surviving or new nonprofit corporation shall not thereby acquire authority to engage in any business or exercise any right, or to engage in or to exercise any function or object for which a corporation may not be formed under this Chapter.

D. All of the property and assets of whatsoever kind or description of each of the constituent nonprofit, business or foreign corporations, all donations and grants in trust or otherwise to them, and all debts due on whatever account to any of them, including subscriptions for shares and other choses in action belonging to any of them, shall be taken and be deemed to be transferred to, and vested in, the surviving or new nonprofit, business or foreign corporation without further act or deed.

E. The surviving or new nonprofit, business or foreign corporation shall be responsible for all of the liabilities and obligations of each of the nonprofit, business and foreign corporations merged or consolidated, in the same manner as if such surviving or new corporation had itself incurred such liabilities or obligations; but the liabilities of such constituent corporations or of their members, shareholders, directors or officers shall not be affected, nor shall the rights of the creditors thereof, or of any person dealing with such corporations, be impaired by such merger or consolidation; and any claim existing, or action or proceeding pending, by or against any of such constituent corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or the surviving or new corporation may be proceeded against, or substituted, in place of such constituent corporation.

F. In the case of a merger, the articles of the surviving nonprofit corporation shall be deemed amended to the extent of any changes therein stated in the merger agreement.

G. Any personal liability of members of any joint-stock or other unincorporated association shall remain personal to such members and shall not become the liability of any subsequent transferee of shares, or of any other member, of the surviving or new nonprofit corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1-1402 — LA Code / Code revised-statutes / Title 12 / Section 1-1402
Dissolution by board of directors and shareholders
Status: in_force

A. A corporation's board of directors may propose dissolution for submission to the shareholders.

B. For a proposal to dissolve to be adopted, both of the following requirements must be met:

(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders.

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in Subsection E of this Section.

C. The board of directors may condition its submission of the proposal for dissolution on any basis.

D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

E. Unless the articles of incorporation or the board of directors acting pursuant to Subsection C of this Section require a greater vote or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of at least a majority of the votes entitled to be cast.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1433 — LA Code / Code revised-statutes / Title 12 / Section 1-1433
Judgment of dissolution
Status: in_force

A. If after a hearing the court determines that one or more grounds for judicial dissolution described in R.S. 12:1-1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the judgment to the secretary of state, who shall file it.

B. After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with R.S. 12:1-1405 and the notification of claimants in accordance with R.S. 12:1-1406 and 1-1407.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:241 — LA Code / Code revised-statutes / Title 12 / Section 241
Restatement of articles
Status: in_force

A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments adopted by a method prescribed in R.S. 12:237 or 239; and shall recite:

(1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement, without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes.

(2) That each amendment has been effected in conformity with law.

(3) The date of incorporation and the date of the restatement.

(4) Such other information as may be required by R.S. 12:237, 239 and 240, if the restatement contains any new amendment.

B. The secretary of state may prescribe and furnish forms for filing the restated articles.

C. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in R.S. 12:238, and shall be effective, when recorded by the secretary of state, as of the date and, if endorsed on the restated articles, the hour of filing with him.

D. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.

Acts 1968, No. 105, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:1-832 — LA Code / Code revised-statutes / Title 12 / Section 1-832
Protection against monetary liability
Status: in_force

A. Except to the extent that the articles of incorporation limit or reject the protection against liability provided by this Section, no director or officer shall be liable to the corporation or its shareholders for money damages for any action taken, or any failure to take action, as a director or officer, except for one of the following:

(1) A breach of the director's or officer's duty of loyalty to the corporation or the shareholders.

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

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

(4) An intentional violation of criminal law.

B. The liability of a director or officer for conduct described in Paragraphs (A)(1) through (4) of this Section may not be limited or eliminated, but the corporation may purchase insurance against that liability as provided in R.S. 12:1-857.

C. For purposes of this Section, the duty of loyalty does not include any duty to act with any degree of care in the exercise of the director's or officer's responsibilities to the corporation or its shareholders.

D. A provision in a corporation's articles of incorporation that became effective before January 1, 2015, and that purports to protect a director or officer of the corporation against monetary liability to the corporation or its shareholders, shall not operate as a limitation of the protection against liability provided by this Section except to the extent that it provides less protection against liability than was permitted by the law in effect at the time the provision became effective.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1345 — LA Code / Code revised-statutes / Title 12 / Section 1345
Application for certificate of authority
Status: in_force

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

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

(2) If the name of the limited liability company does not conform with the requirements of R.S. 12:1344, then the name of the limited liability company with the word, abbreviation, or distinguishing term upon the records of the secretary of state that it elects to add for use in this state.

(3) The date of organization and the period of duration, if any, of the limited liability company.

(4) The address of the registered office of the limited liability company in the state or other jurisdiction under the laws of which it is organized and the address or intended address of its principal business office outside of this state.

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

(6) The nature of the business that the limited liability company proposes to transact in this state and a statement that it is empowered to transact such business under the laws under which it is organized.

(7) Such additional information as may be prescribed by the secretary of state as necessary or appropriate in order to enable the secretary of state to determine whether such limited liability company is entitled to a certificate of authority to transact business in this state, and to determine and assess the fees and taxes prescribed by the laws of this state.

B. The application shall be made on a form prescribed and furnished by the secretary of state and shall be executed in duplicate in the limited liability company's name by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company. The application shall be acknowledged by the person who signed it or may be executed by authentic act.

C. Duplicate applications for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence or a certificate of good standing, not a certified copy of the articles of organization or certificate of organization of the limited liability company, from an authorized official of the jurisdiction of its organization bearing an original signature and dated within ninety days of its submission for a certificate of authority and a notarized affidavit of acknowledgment and acceptance signed by each registered agent. The failure to attach a notarized affidavit of acknowledgment and acceptance as required by this Section shall not be a defense to proper service of process on the limited liability company.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 1999, No. 342, §5; Acts 2001, No. 543, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
La. Rev. Stat. § 12:212 — LA Code / Code revised-statutes / Title 12 / Section 212
Shareholders' preemptive rights
Status: in_force

Shareholders shall have only such preemptive rights as may be provided in the articles. If the articles simply provide that "Shareholders shall have preemptive rights", then:

A. Each holder of shares having voting rights shall, upon issuance for cash of shares having voting rights, have a preemptive right, during a reasonable period to be fixed by the board of directors (which need not exceed fifteen days after the giving or mailing of written notice to him of the terms and conditions on which such right is exercisable), to subscribe, at such price and upon such terms as may be fixed in the manner provided in R.S. 12:213, for such proportion of the shares to be issued, as the number of shares having voting rights held by him bears to the total number of shares having voting rights then outstanding.

B. A shareholder shall have no preemptive right to subscribe for shares:

(1) Which are to be issued for consideration other than cash; or

(2) Which are to be issued to satisfy conversion or option rights; or

(3) Which are treasury shares.

C. Shares which have been offered to shareholders having a preemptive right at a price or upon terms duly fixed, and which have not been subscribed for by them within the period fixed by the board of directors, may thereafter, for one year following the end of such period, be issued or sold to any other person or persons at a price not less than that at which they were offered to such shareholders.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:995 — LA Code / Code revised-statutes / Title 12 / Section 995
Short title
Status: in_force

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

Added by Acts 1970, No. 127, §1.
La. Rev. Stat. § 12:1-860 — LA Code / Code revised-statutes / Title 12 / Section 1-860
Subpart definitions
Status: in_force

In this Subpart, the following meanings shall apply:

(1) "Control", including the term "controlled by", means either of the following:

(a) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise.

(b) Being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns.

(2) "Director's conflicting interest transaction" means any of the following:

(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, to which, at the relevant time, the director is a party.

(b) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director.

(c) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.

(3) "Fair to the corporation" means, for purposes of R.S. 12:1-861(B)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was fair in terms of the director's dealings with the corporation, and comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation.

(4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's judgment when participating in action on the authorization of the transaction.

(5) "Related person" means, at the relevant time, any of the following:

(a) The individual's spouse.

(b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece or nephew, or spouse of any thereof, of the individual or of the individual's spouse.

(c) A natural person living in the same home as the individual.

(d) An entity, other than the corporation or an entity controlled by the corporation, controlled by the individual or any person specified above in this Paragraph.

(e) A domestic or foreign business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the individual is a director, a domestic or foreign unincorporated entity of which the individual is a general partner or a member of the governing body, or a domestic or foreign individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or like fiduciary.

(f) A person that is, or an entity that is controlled by, an employer of the individual.

(g) A person with whom the individual has a material relationship.

(6) "Relevant time" means the time at which directors' action respecting the transaction is taken in compliance with R.S. 12:1-862, or if the transaction is not brought before the board of directors of the corporation or its committee for action under R.S. 12:1-862, at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.

(7) "Required disclosure" means disclosure of the existence and nature of the director's conflicting interest, and all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1-1415 — LA Code / Code revised-statutes / Title 12 / Section 1-1415
:1-1415 [Reserved]
Status: repealed

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1116 — LA Code / Code revised-statutes / Title 12 / Section 1116
Liability of incorporators, subscribers, shareholders, directors, officers, or agents
Status: in_force

A. A subscriber to or holder of shares in a professional optometry 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 neglect 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. 404, §1.
La. Rev. Stat. § 12:1-954 — LA Code / Code revised-statutes / Title 12 / Section 1-954
Surrender of charter upon conversion
Status: in_force

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

(1) The name of the corporation.

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

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

(4) The jurisdiction under the laws of which the surviving entity will be organized.

(5) If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.

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 on the effective time provided in R.S. 12:1-123.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1702 — LA Code / Code revised-statutes / Title 12 / Section 1-1702
Limited applicability to foreign corporations
Status: in_force

Except where express reference is made to foreign corporations, this Chapter does not apply to foreign corporations.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1870 — LA Code / Code revised-statutes / Title 12 / Section 1870
Jurisdiction
Status: in_force

The Nineteenth Judicial District Court shall have exclusive jurisdiction over any proceeding instituted pursuant to this Chapter.

Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:501 — LA Code / Code revised-statutes / Title 12 / Section 501
Definitions
Status: in_force

For the purposes of this Chapter, the following terms shall have the following meanings unless the context clearly indicates otherwise:

(1) "Immovable property" includes, without limitation, mineral rights, predial servitudes, and predial leases.

(2) "Member" means a person who, under the rules or practices of an unincorporated association, may participate in the selection of persons authorized to manage the affairs of the unincorporated association or in the development of policy of the unincorporated association.

(3) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(4) "State" means the state of Louisiana.

(5) "Unincorporated association" means an unincorporated organization, other than one created by a trust, consisting of two or more members joined by mutual consent for a common, nonprofit purpose. However, co-ownership does not by itself establish an unincorporated association, even if the co-owners share use of the property for a nonprofit purpose.

Renumbered from R.S.1950, §12:401 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.

NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
La. Rev. Stat. § 12:1-142 — LA Code / Code revised-statutes / Title 12 / Section 1-142
Number of shareholders
Status: in_force

A. For purposes of this Chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:

(1) Co-owners.

(2) A corporation, partnership or other entity.

(3) A trust or estate or the trustees, guardians, custodians, succession representatives, or other fiduciaries of a single trust, estate, succession, or account.

B. For purposes of this Chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:414 — LA Code / Code revised-statutes / Title 12 / Section 414
Merger
Status: in_force

Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative," may merge into another cooperative, hereinafter designated the "surviving cooperative," by complying with the following requirements:

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

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

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

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

(4) A statement that the merging cooperatives elect to be merged into the surviving cooperative;

(5) The terms and conditions of the merger and mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted membership; and

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

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

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

Renumbered from R.S.1950, §12:314 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:962 — LA Code / Code revised-statutes / Title 12 / Section 962
Annual audit
Status: in_force

The corporation shall be examined at least once annually by the banking commissioner and shall make reports of its condition not less than annually to said banking commissioner and more frequently upon call of the banking commissioner, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the banking commissioner and secretary of state. The corporation shall pay the actual cost of said examinations. The banking commissioner shall exercise the same power and authority over corporations organized under this Chapter as is now exercised over banks and trust companies by the provisions of the Louisiana Banking Code, where such banking code is not in conflict with this Chapter.

Acts 1969, No. 49, §12.
La. Rev. Stat. § 12:226 — LA Code / Code revised-statutes / Title 12 / Section 226
Relation of directors and officers to corporation and members; liability of officers and directors
Status: in_force

A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members and shall discharge the duties of their respective positions in good faith and with that diligence, care, judgment, and skill which ordinarily prudent men would exercise under similar circumstances in like positions.

B. Any officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consent to the issuance of shares in violation of the provisions of this Chapter shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.

C. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consented thereto, or voted in favor thereof, shall be liable jointly and severally to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.

D. If any unlawful distribution, payment, or return of assets be made to the members, or if the corporation purchase or redeem any of its own shares in violation of this Chapter, the directors who knowingly, or without the exercise of reasonable care and inquiry, voted in favor thereof shall be liable jointly and severally to the corporation, or to creditors of the corporation, or to both, in an amount equal to the amount of the unlawful distribution. An action to enforce such liability must be brought within two years from the date on which the distribution was made, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

E. A director acting in reliance, in good faith, on a report made to the board of directors, or to any committee thereof, by an official of the corporation or by an appraiser selected by the board or by any committee thereof with reasonable care, or on financial statements or other records of the corporation represented as accurate by the president or other officer in charge of the corporation's books of account or of such records, or stated in a written report by independent or certified public accountants fairly to reflect the corporation's financial condition, shall not be held liable under the provisions of this Section.

F. Nothing contained in this Section shall derogate from any indemnity authorized by R.S. 12:227.

G. A director shall not be liable for the commission of a prohibited act if he was absent from the meeting of directors at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:989 — LA Code / Code revised-statutes / Title 12 / Section 989
Shareholders' agreements
Status: in_force

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

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

Added by Acts 1970, No. 127, §1.
La. Rev. Stat. § 12:317 — LA Code / Code revised-statutes / Title 12 / Section 317
Appointment of receiver
Status: in_force

The court may appoint a receiver to take charge of a foreign corporation's property in this state on any ground set forth in R.S. 12:151, or on application by a receiver or liquidator duly appointed to take charge of the corporation's property by a court of competent jurisdiction in the state or country under the laws of which the corporation is incorporated. The provisions of R.S. 12:151 and 152 shall, mutatis mutandis , govern proceedings brought under this section.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1192 — LA Code / Code revised-statutes / Title 12 / Section 1192
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 occupational therapy 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 Occupational Therapy Corporation", "A Professional Corporation", or "An Occupational Therapy Corporation". The name may include "Limited" or "Ltd.". The name need not contain "Incorporated" or "Inc.".

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:141 — LA Code / Code revised-statutes / Title 12 / Section 141
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:499.3 — LA Code / Code revised-statutes / Title 12 / Section 499.3
Definitions
Status: in_force

In this Part, the following words and phrases shall have the following meanings:

(1) "Board" means board of directors.

(2) "By-laws" means the by-laws of a cooperative housing corporation as they exist from time to time.

(3) "Cooperative housing corporation" means a corporation organized or existing under this Part.

(4) "Limited equity cooperative housing corporation" means a cooperative housing corporation organized and operated primarily for the benefit of low and moderate income persons, and whose equity, after allowance for maximum transfer value of its stock, is permanently dedicated to providing housing to persons of low or moderate income or to charitable purposes.

(5) "Member" means a person who holds voting stock of a cooperative housing corporation.

(6) "Proprietary lease" means an agreement between a cooperative housing corporation and its stockholder for the occupancy of a dwelling unit owned by the cooperative housing corporation.

(7) "Transfer value" means the value which may be paid or received upon the sale or transfer of the stock of a cooperative housing corporation.

Acts 1990, No. 857, §1.
La. Rev. Stat. § 12:201 — LA Code / Code revised-statutes / Title 12 / Section 201
Terms defined
Status: in_force

As used in this Chapter, unless the context requires otherwise,

(1) "Address" means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by the addressee, the location in the building.

(2) "Allocated value" means (1) the par value of par-value shares, plus any amounts in excess of par value transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter, and (2) the amount allocated to stated capital upon issuance of shares without par value, plus any amounts thereafter transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter.

(3) "Articles" means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only.

(4) "Assets" means all of a corporation's property and rights of every kind. Treasury shares are not assets.

(5) "Business corporation" means a corporation for profit formed under the laws of this state.

(6) "Capital surplus" means the aggregate of:

(a) The amount of the consideration received on issuance of issued shares in excess of the aggregate allocated value thereof; and

(b) Amounts transferred to capital surplus as permitted by this Chapter; and

(c) Surplus arising from revaluation to reflect unrealized appreciation in value of assets; less

(d) Transfers from, or other reductions in, capital surplus required or permitted by this Chapter.

(7) "Corporation" or "nonprofit corporation" means a corporation formed under this Chapter, as well as a corporation formed under the laws of this state before January 1, 1969 but of a class of corporations that might be formed under this Chapter.

(8) "Court" means any court of competent jurisdiction where the registered office of the corporation is located.

(9) "Directors" means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. The term, when used in relation to any power or duty requiring collective action, means "board of directors".

(10) "Earned surplus" means the excess of surplus over capital surplus.

(11) "Fiduciary" means any person, firm, partnership, association or corporation, including a usufructuary, who or which occupies a position of peculiar confidence toward any person, firm, association, partnership, trust or estate.

(12) "Foreign corporation" means a corporation formed under the laws of any jurisdiction other than this state.

(13) "Incorporator" means one of the signers of the original articles of incorporation.

(14) "Insolvency" means the inability of a corporation to pay its debts as they become due in the usual course of business.

(15) "Issued shares" means outstanding shares and treasury shares.

(16) "Member" means each natural or artificial person admitted to membership in a corporation, and, unless the context indicates otherwise, includes shareholders.

(17) "Membership" means an interest in a corporation entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution.

(18) "Net assets" means the excess of assets over liabilities.

(19) "Reclassification of stock" means amendment of the articles to change the authorized number of shares of an existing class or series; to authorize shares of a new class or series; to change the designation, par value (including change of par-value shares to shares without par value or vice versa), preferences, limitations or relative rights, including cancellation or modification of the right to receive accumulated dividends which have not been declared, or variations in relative rights, of the issued, and authorized but unissued, shares of any existing class or series; or to change the issued shares of any existing class or series into a greater or smaller number of shares of the same class or series (subject to such changes as the reclassification may make in the designation, par value, preferences, limitations or relative rights, or variations in relative rights, thereof) or of another class or series, and to cancel any issued shares in connection with a reduction in the number thereof.

(20) "Registered office" means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter.

(21) "Share" means an interest in a corporation, represented by a stock certificate issued after payment for the shares represented thereby, entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution.

(22) "Shareholder" means a natural or artificial person who is the owner of a property interest in a corporation represented by a certificate for shares of stock.

(23) "Stated capital" means the aggregate amount of:

(a) The aggregate allocated value of the issued shares; and

(b) Any other amounts transferred from surplus to stated capital; less

(c) Transfers from, or other reductions in, stated capital required or permitted by this Chapter.

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

(25) "Surplus" means the excess of assets over liabilities plus stated capital.

(26) "Total voting power" means the entirety of the voting power.

(27) "Treasury shares" means issued shares which have been acquired by and belong to the corporation, if not required by the articles to be cancelled, or if not cancelled by order of the board of directors.

(28) "Trust instrument" includes any lawful act, agreement, donation, testament or other document, by which the donor, settlor or testator transfers any property in trust, for any charitable, religious, benevolent, educational, scientific or literary purpose, or public benefaction of whatever name or nature.

(29) "Voting member" means a person entitled to vote in accordance with the articles or by-laws.

(30) "Voting member present" means a person who is a voting member, and who is present or represented, and entitled to vote on a particular question or matter, at a meeting of members.

(31) "Voting power" means the right vested, by law or by the articles or the by-laws, in the members, or in one or more classes of members, to vote in the determination of any particular question or matter coming before meetings of the members.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1408 — LA Code / Code revised-statutes / Title 12 / Section 1408
Shareholders' agreements
Status: in_force

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

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

Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:602 — LA Code / Code revised-statutes / Title 12 / Section 602
Authority to transfer stock
Status: in_force

The possession of a stock certificate, duly endorsed by or standing in the name of, a person, firm or corporation, shall be full and sufficient authority to any person, firm, or corporation, or to any transfer agent, to transfer the shares when instructed so to do. Such possession and endorsement shall be full protection to any person, firm, or corporation purchasing or lending money in good faith on the stock.

Renumbered from R.S.1950, §12:502 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:993 — LA Code / Code revised-statutes / Title 12 / Section 993
Dissolution
Status: in_force

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

B. In the event of the death of a shareholder of a professional dental 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 purposes of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.

C. The fact that there are no persons qualified as membership interest owners shall be an additional ground for the involuntary dissolution of a limited liability company.

D. In the event of the death of a membership interest owner of a dental limited liability company, said membership interest owner's succession representative or those placed in possession of said membership interest owner if there is no administration of the succession, as the case may be, shall be entitled to vote the membership interest of said membership owner and to be elected as manager of the dental limited liability company for the sole purpose of effectuating a voluntary dissolution and liquidation of the dental limited liability company, in or out of court, pursuant to the Louisiana Business Limited Liability Company Law.

Added by Acts 1970, No. 127, §1. Amended by Acts 1972, No. 81, §1; Acts 1995, No. 488, §1.
La. Rev. Stat. § 12:28 — LA Code / Code revised-statutes / Title 12 / Section 28
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-870 — LA Code / Code revised-statutes / Title 12 / Section 1-870
Business opportunities
Status: in_force

A. If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of any form of relief, or give rise to an award of damages or other sanctions against the director, officer or related person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if the requirements of Paragraph (1) or (2) of this Subsection are satisfied:

(1) Before the director, officer or related person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either of the following occurs:

(a) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the same procedures set forth in R.S. 12:1-862.

(b) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in R.S. 12:1-863, as if the decision being made concerned a director's conflicting interest transaction.

(2) The duty to offer the corporation the particular business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and in the case of officers and their related persons made effective by action of qualified directors, in accordance with R.S. 12:1-202(B)(6).

B. In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in Subsection A of this Section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.

C. For purposes of this Section, the term "required disclosure" as used in R.S. 12:1-862 and R.S. 12:1-863 means prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director or officer.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
La. Rev. Stat. § 12:1311 — LA Code / Code revised-statutes / Title 12 / Section 1311
Management by members
Status: in_force

Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members, subject to any provision in a written operating agreement restricting or enlarging the management rights and duties of any member or group or class of members.

Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1-1020 — LA Code / Code revised-statutes / Title 12 / Section 1-1020
Amendment by board of directors or shareholders
Status: in_force

A. A corporation's shareholders may amend or repeal the corporation's bylaws.

B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist:

(1) The articles of incorporation, R.S. 12:1-1021 or, if applicable, R.S. 12:1-1022 reserve that power exclusively to the shareholders in whole or part.

(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:259 — LA Code / Code revised-statutes / Title 12 / Section 259
Receivership procedure; powers of receiver
Status: in_force

A. The provisions of R.S. 12:254 shall, mutatis mutandis , govern procedure in proceedings under R.S. 12:258 and this Section.

B. The receiver shall have the powers of a judicial liquidator set forth in R.S. 12:254(C). The court may authorize the receiver to borrow or obtain money, for the purpose of carrying on the activities of the corporation, on interest-bearing certificates of indebtedness to be taxed as costs of court. The holders of such certificates shall have a privilege on all movable and immovable property and all income of the corporation to secure the payment thereof, and shall be paid by preference and priority over all other indebtedness except indebtedness secured by mortgages on immovable property and vendor's privileges antedating issuance of such certificates.

C. The receiver shall file with the court, quarterly, or oftener if required by the court, an accurate statement showing the condition of the corporation's affairs, and shall file, within ninety days after the close of the corporation's fiscal year, a balance sheet as of the last day of, and a combined statement of income and earned surplus for, such year. The annual financial statements shall be audited by an independent certified public accountant if required by the court.

Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:1203 — LA Code / Code revised-statutes / Title 12 / Section 1203
Regulation by Louisiana State Board of Medical Examiners
Status: in_force

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

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

Acts 1968, No. 105, §1. Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:519 — LA Code / Code revised-statutes / Title 12 / Section 519
Severability clause
Status: in_force

If any provision of this Chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect any other provisions or applications of this Chapter which may be given effect without the invalid provision or application, and to this end the provisions of this Chapter are severable.

Acts 2008, No. 877, §1.
La. Rev. Stat. § 12:305 — LA Code / Code revised-statutes / Title 12 / Section 305
Issuance of certificate of authority
Status: in_force

A. If the secretary of state finds that the application conforms to law, he shall, when all fees and taxes have been paid as in this Chapter prescribed:

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

(2) File in his office one copy of the application, together with a certificate of corporate existence or a certificate of good standing from the incorporating state.

(3) Issue a certificate of authority to transact business in this state, to which he shall affix the other copy of application, and which shall be returned to the corporation or its representative. If the corporation's application sets forth the nature of the business which it proposes to transact in this state, the certificate of authority shall recite that the corporation's authority is limited to transaction of business of such nature.

B. If the corporation is a banking corporation which has applied for authority to transact business in this state of some other nature, the secretary of state shall, upon receipt of its application, mail or deliver a copy thereof to the office of financial institutions. If, within five days after such mailing or delivery, that office should deliver to the secretary of state a written objection to the issuance of a certificate of authority pursuant to such application, the secretary of state shall not issue such certificate.

Acts 1968, No. 105, §1; Acts 1985, No. 267, §1, eff. July 6, 1985; Acts 1989, No. 101, §1; Acts 1999, No. 342, §5.
La. Rev. Stat. § 12:237.1 — LA Code / Code revised-statutes / Title 12 / Section 237.1
Amendment of articles; special provision
Status: in_force

A. Notwithstanding any provision in this Section or in the articles of incorporation to the contrary (except as provided in Subsection B of this Section), the articles of incorporation of each corporation that is a private foundation described in Section 509 of the Internal Revenue Code of 1954 1 shall be deemed to contain the following provisions: The corporation shall make distributions at such time and in such manner as not to subject it to tax under Section 4942 of the Code; 2 the corporation shall not engage in any act of self-dealing that would subject it to tax under Section 4941 of the Code; 3 the corporation shall not retain any excess business holdings that would subject it to tax under Section 4943 of the Code; 4 the corporation shall not make any investments that would subject it to tax under Section 4944 of the Code; 5 and the corporation shall not make any taxable expenditures that would subject it to tax under Section 4945 of the Code. 6 With respect to any such corporation organized prior to January 1, 1970, this Subsection shall apply only for its taxable years beginning on or after January 1, 1972.

B. The articles of incorporation of any corporation described in Subsection A of this Section may be amended to expressly exclude the application of Subsection A of this Section, and in the event of such amendment, Subsection A of this Section shall not apply to such corporation.

C. All references in this Section to the "Code" are to the Internal Revenue Code of 1954, and all references in this Section to specific sections of the Code include corresponding provisions of any subsequent federal tax laws.

Added by Acts 1971, No. 154, §2.

1 26 U.S.C.A. (I.R.C.1954) §509.

2 26 U.S.C.A. (I.R.C.1954) §4942.

3 26 U.S.C.A. (I.R.C.1954) §4941.

4 26 U.S.C.A. (I.R.C.1954) §4943.

5 26 U.S.C.A. (I.R.C.1954) §4944.

6 26 U.S.C.A. (I.R.C.1954) §4945.
La. Rev. Stat. § 12:1339 — LA Code / Code revised-statutes / Title 12 / Section 1339
Articles of dissolution
Status: in_force

A. Upon dissolution and the commencement of winding up of the limited liability company:

(1) Articles of dissolution shall be filed in the office of the secretary of state and set forth the following:

(a) The name of the limited liability company.

(b) The date of filing of its articles of organization and all amendments thereto.

(c) The reason for filing the articles of dissolution.

(d) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon filing.

(e) Any other information which the members or managers filing the certificate determine.

(2) If the notice provided for by R.S. 12:1336(A)(1) has not been published, a notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court, shall be published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located. A copy of such notice, with the affidavit of the publisher of the newspaper attesting to the fact of such publication attached, shall be filed with the secretary of state.

B.(1) The articles of dissolution shall be signed by one or more managers, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or one or more members, if management of the limited liability company is reserved to the members, acknowledged by one of the persons executing the articles and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him.

(2) The secretary of state may prescribe and furnish forms for filing the articles of dissolution.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:953 — LA Code / Code revised-statutes / Title 12 / Section 953
Powers
Status: in_force

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Louisiana statutes, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:

(1) To elect, appoint, and employ officers, agents, and employees; to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint-stock company, association or trust, or in any other manner.

(2) To borrow money from its members and the Small Business Administration and any other similar federal agency for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval.

(3) To make loans to any person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to any such loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.

(4) To purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.

(5) To acquire the good will, business, rights, real and personal property and other assets, or any part thereof, or interest therein, of any persons, firms, corporation, joint-stock companies, associations or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments.

(6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of any person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.

(7) To mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired pursuant to the powers contained in paragraphs (4), (5), or (6) as security for the payment of any part of the purchase price thereof.

(8) To cooperate with and to avail itself of the facilities of the United States Department of Commerce, Louisiana Economic Development, and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof.

(9) To do all acts and things necessary or convenient to carry out the powers expressly granted in this Chapter.

Acts 1969, No. 49, §3.
La. Rev. Stat. § 12:149 — LA Code / Code revised-statutes / Title 12 / Section 149
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:302 — LA Code / Code revised-statutes / Title 12 / Section 302
Acts not considered transacting business
Status: in_force

Without excluding other activities which may not constitute transacting business in this state, a foreign corporation or a business association shall not be considered to be transacting business in this state, for the purpose of being required to procure a certificate of authority pursuant to R.S. 12:301, by reason of carrying on in this state any one or more of the following activities:

A. Maintaining or defending any action or suit, or any administrative or arbitration proceeding, or affecting the settlement thereof or the settlement of claims or disputes.

B. Holding meetings of its directors or shareholders, or carrying on other activities concerning its internal affairs.

C. Maintaining bank accounts.

D. Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.

E. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if such orders require acceptance outside this state before becoming binding contracts, including all preliminary incidents thereto.

F. Creating evidences of debt, mortgages or liens.

G. Securing or collecting debts or enforcing any rights in property securing the same.

H. Transacting any business in interstate or foreign commerce.

I. Conducting an isolated transaction completed within a period of thirty days, and not in the course of repeated transactions of like nature.

J. Acquiring and disposing of property or a property interest, not as a part of any regular business activity.

K. If the foreign corporation or business association is a mutual savings bank or mutual savings fund society, or a national banking association organized under the laws of the United States of America, or a real estate investment trust as defined by R.S. 12:491 et seq., or a bank or trust company organized under the laws of any state of the United States of America or the District of Columbia, or an insurance company, or a corporation or business association under contract with a real estate investment trust as its advisor, or a corporation or business association chartered and engaged in business as a group insurance and annuity association, or a nonprofit or nontrading corporation or business association, or a corporation or business association all of the outstanding stock of which (except directors' qualifying shares) is owned by one or more such banks, societies, associations, companies or corporations, or a corporation, or business association, bank or trust company acting as a fiduciary or agent of a fiduciary or a nonprofit or nontrading corporation:

(1) Acquiring or making loans, or participations or interests therein, secured, directly or by assignment or pledge of obligations secured by such mortgages, by mortgages on immovable property, or making such loans through, or in participation with, national or state banks having their banking offices in this state or other Louisiana concerns, or modifying, renewing, extending or transferring such loans or security, or accepting substitute or additional obligors thereon.

(2) Maintaining depository or pledge-holder agreements or arrangements with national or state banks having their banking offices in this state, in connection with the taking of assignments or pledges of such loans or security.

(3) Making, collecting and servicing such loans or security through Louisiana concerns engaged in the business of servicing and loans.

(4) Acquiring immovable property securing such loans under foreclosure sale or in lieu of foreclosure, and managing, operating, leasing, selling or otherwise disposing of such property.

(5) Inspecting or appraising immovable property as direct or indirect security for such loans, and negotiating for such loans.

(6) Owning, modifying, renewing, extending, transferring or foreclosing on such loans, mortgages or mortgage notes, or accepting substitute or additional obligors thereon.

L. No foreign corporation or business association of the type described in Subsection K of this section and confining its business operations in Louisiana to the activities described in said Subsection K shall be required to pay any tax or fee required to be paid by foreign corporations or business associations under any law of this state; such exemption, however, shall not include ad valorem taxes assessed against any real property which such foreign corporations or business associations may own in this state. Nothing in this section shall be construed to permit any foreign corporation or business association to do business in violation of the small loan law of this state, nor of the laws of Louisiana governing the organization and operation of homesteads, building and loan associations or societies, or savings and loan associations or societies.

Acts 1968, No. 105, §1. Amended by Acts 1972, No. 751, §1.
La. Rev. Stat. § 12:1194 — LA Code / Code revised-statutes / Title 12 / Section 1194
Shares
Status: in_force

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

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

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

Acts 1990, No. 586, §1.
La. Rev. Stat. § 12:1-930 — LA Code / Code revised-statutes / Title 12 / Section 1-930
Nonprofit conversion
Status: in_force

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

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

C. The plan of nonprofit conversion must include all of the following:

(1) The terms and conditions of the conversion.

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

(3) Any desired amendments to the articles of incorporation of the corporation following its conversion.

(4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.

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

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

(2) The articles of incorporation as they will be in effect immediately following the conversion, except for changes permitted by R.S. 12:1-1005.

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

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

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

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:417.1 — LA Code / Code revised-statutes / Title 12 / Section 417.1
Corporate records; disclosure; right of members to inspect
Status: in_force

A cooperative shall maintain for inspection by any member of the cooperative or his attorney during regular office hours every contract or agreement of a value in an amount in excess of fifteen thousand dollars. Each person or legal entity which is a party to any such contract or agreement with a cooperative shall submit a sworn statement disclosing any business or personal relationship which exists with a director or officer of that cooperative. The sworn statement shall be attached to all such contracts or agreements.

Added by Acts 1983, No. 636, §1, eff. July 19, 1983.
La. Rev. Stat. § 12:176 — LA Code / Code revised-statutes / Title 12 / Section 176
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. § 12:1304 — LA Code / Code revised-statutes / Title 12 / Section 1304
Formation
Status: in_force

A. One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state. The articles of organization and initial report may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery. The secretary of state may prescribe and furnish forms for filing the articles of organization and initial report.

B. If the secretary of state finds that the articles of organization and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles of organization and initial report in his office, endorse on each the date, and if requested, the hour of filing thereof with him, and issue a certificate of organization which shall show the date and, if endorsed on the articles of organization, the hour of filing of the articles of organization with him. The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized, except that in any proceeding brought by the state to annul, forfeit, or vacate a limited liability company's articles of organization, the certificate of organization shall be only prima facie evidence of due organization.

C. Upon the issuance of the certificate of organization, the limited liability company shall be duly organized, and its separate existence shall begin as of the time of filing of the articles of organization with the secretary of state. However, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the limited liability company shall be duly organized, and its separate existence shall begin, as of the time of such acknowledgment or execution.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
La. Rev. Stat. § 12:967 — LA Code / Code revised-statutes / Title 12 / Section 967
State development company; federal definition
Status: in_force

Any corporation organized under the provisions of this Chapter shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, 1 or any other similar federal legislation, and shall be authorized to operate on a statewide basis.

Acts 1969, No. 49, §17.

1 15 U.S.C.A. §§77c, 77ddd, 80a-18, 633, 636, 661, 662, 671, 672, 681-688, 691, 695, 696.
La. Rev. Stat. § 12:22 — LA Code / Code revised-statutes / Title 12 / Section 22
Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Status: repealed

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