reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:801 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§801. Terms defined

RS 801 - Terms defined  A. As used in this Chapter:  (1) "Professional law corporation" means a corporation organized pursuant to this Chapter or the laws of any qualified state for the practice of law.  (2) "Qualified person" means:  (a) A natural person of full age who is authorized pursuant to the law in this state or any qualified state to render professional legal services. (b) A general partnership in which all the partners are qualified persons as defined in Subparagraph (a) of this Paragraph.  (c) A professional law corporation in which all the shareholders are qualified persons as defined in Subparagraph (a) of this Paragraph.  (3) "Qualified state" means any state other than Louisiana, or territory of the United States or the District of Columbia, which allows qualified persons authorized to render professional legal services in Louisiana and not in such other state, to own shares in a professional law corporation under its laws.  B. All terms used in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter as when used in Chapter 1.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §901 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
LA Rev Stat § 12:802 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§802. Professional corporations

RS 802 - Professional corporations  One or more qualified persons may form a corporation under Chapter 1 of this Title for the purpose of practicing law. 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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:902 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.
LA Rev Stat § 12:803 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§803. The corporate name

RS 803 - The corporate name  The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor law firm, may include "Limited" or "Ltd.", and shall end with one of the phrases (which may be in parentheses) "a Professional Law Corporation", "a Professional Corporation" or "a Law Corporation". The name need not contain "Incorporated" or "Inc."  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:903 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:804 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§804. Corporate authority

RS 804 - Corporate authority A professional law corporation shall engage in no business other than the practice of law, but may hold property for investment or in connection with its legal practice. A professional law corporation may hold a title insurance agency license and serve as a title insurance agent in accordance with Title 22 of the Louisiana Revised Statutes of 1950. Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:904 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1997, No. 610, §1.
LA Rev Stat § 12:805 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§805. Shares

RS 805 - Shares  A. There shall be only one class of shares of a professional law corporation, denominated common shares which shall be either with or without par value. Such shares may be, but are not required to be, designated as either voting or nonvoting shares, or any combination thereof. Shares not designated shall be considered voting shares. A professional law corporation shall not be treated as having more than one class of shares solely because there are differences in voting rights among the shares.  B.(1) Only a qualified person who holds shares shall be entitled to vote voting shares, and participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to legal services rendered by, or any other affairs of the corporation except as provided in R.S. 12:813(B).  (2) R.S. 12:78 shall not apply to professional law corporations.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:905 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 78, §1; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.
LA Rev Stat § 12:806 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§806. Certificate of stock

RS 806 - Certificate of stock  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 § 12:807 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§807. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 807 - Liability of incorporators, subscribers, shareholders, directors, officers and agents  A. A subscriber to, or holder of, shares of a professional law corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.  B. A shareholder shall not be personally liable for any debt or liability of the corporation.  C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:907 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:808 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§808. Action of shareholders

RS 808 - Action of shareholders  Any action by, or requiring the assent of, the shareholders of a professional law corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:908 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:809 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§809. Shareholders' agreements

RS 809 - Shareholders' agreements  A. Any lawful provision regulating the affairs of a professional law 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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:909 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:810 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§810. Directors

RS 810 - Directors  Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:910 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:811 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§811. Officers and agents

RS 811 - Officers and agents  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 § 12:812 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§812. Merger and consolidation

RS 812 - Merger and consolidation  Professional law corporations may be merged into or consolidated only with other professional law corporations.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:912 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
LA Rev Stat § 12:813 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§813. Dissolution

RS 813 - Dissolution  A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional law corporation.  B. In the event of the death of a shareholder of a professional law corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of his succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:913 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 79, §1.
LA Rev Stat § 12:814 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§814. Certification of foreign professional law corporation

RS 814 - Certification of foreign professional law corporation  A. A foreign professional law corporation organized pursuant to the laws of any state, other than Louisiana, or territory of the United States, or District of Columbia shall be entitled to procure a certificate of authority to render professional legal services in Louisiana only if:  (1) A professional law corporation organized pursuant to this Chapter would be entitled to procure a certificate of authority or equivalent authority to render professional legal services in the state under whose laws the foreign professional law corporation is organized.  (2) The foreign professional law corporation satisfies the requirements of R.S. 12:803, 804, and 805(A).  (3) The foreign professional law corporation designates with the secretary of state, the qualified person or persons duly licensed to practice in this state through whom it will render professional legal services in Louisiana, and such qualified persons are not, at the time of such designation, so designated by any other foreign professional law corporation. (4) All the shareholders, officers, and directors of the foreign professional law corporation are licensed to practice law in at least one qualified state.  (5) The foreign professional law corporation includes in its application, a statement acknowledging that it will be subject to the jurisdiction of the Louisiana Supreme Court with respect to the court's authority to adopt rules and regulations governing the practice of law in Louisiana.  B. No foreign professional law corporation shall maintain an office or transact business in Louisiana until it has obtained a certificate of authority to render professional legal services in Louisiana.  C. A foreign professional law corporation shall be subject to the provisions of Chapter 3 of this Title, as the same may from time to time be amended, except to the extent such provisions are inconsistent with this Chapter.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:914 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
LA Rev Stat § 12:815 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§815. Regulation by Supreme Court

RS 815 - Regulation by Supreme Court  Professional law corporations shall be subject to the discipline of the Supreme Court, and to the Supreme Court's authority to adopt rules and regulations governing the practice of law.  Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:915 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
LA Rev Stat § 12:816 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§816. Short title

RS 816 - Short title  This Chapter shall be known and may be referred to by the short title "Professional Law Corporations Act".  Acts 1991, No. 225, §1.
LA Rev Stat § 12:901 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§901. Terms defined

RS 901 - Terms defined  A. As used in this Chapter, "professional medical corporation" means a corporation organized pursuant to this Chapter for the practice of medicine or podiatry. B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.  Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
LA Rev Stat § 12:902 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§902. Professional corporations

RS 902 - Professional corporations One or more natural persons, of full age and duly licensed to practice medicine or podiatry in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing medicine or podiatry. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter. Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
LA Rev Stat § 12:903 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§903. The corporate name

RS 903 - The corporate name  The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor medical partnership, or it may consist of any other name approved by the secretary of state. The name shall end with one of the phrases (which may be in parentheses) "A Professional Medical Corporation," "A Professional Corporation" or "A Medical Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."  Added by Acts 1968, No. 27, §1. Amended by Acts 1977, No. 450, §1.
LA Rev Stat § 12:904 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§904. Corporate authority

RS 904 - Corporate authority  A professional medical corporation shall engage in no business other than the practice of medicine or podiatry, but may hold property for investment or in connection with its medical practice. Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
LA Rev Stat § 12:905 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§905. Shares

RS 905 - Shares A. There shall be only one class of shares of a professional medical 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 medicine in this state, and who holds his shares in his own right, or another professional medical corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to medical services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:913(B). R.S. 12:33 shall not apply to professional medical corporations. Added by Acts 1968, No. 27, §1. Amended by Acts 1972, No. 319, §1; Acts 1979, No. 172, §1.
LA Rev Stat § 12:906 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§906. Certificate of stock

RS 906 - Certificate of stock  A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice medicine in the state of Louisiana or by another professional medical corporation, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of medical services by, the corporation, or to have access to any records or communications pertaining to medical services rendered by, or any other affairs of, the corporation."  B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:909.  C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:22,1 no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.  Added by Acts 1968, No. 27, §1. Amended by Acts 1982, No. 870, §1. 1As it appears in Act 27 of 1968.
LA Rev Stat § 12:907 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§907. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 907 - Liability of incorporators, subscribers, shareholders, directors, officers and agents  A. A subscriber to, or holder of, shares of a professional medical 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 1968, No. 27, §1.
LA Rev Stat § 12:908 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§908. Action of shareholders

RS 908 - Action of shareholders  Any action by, or requiring the assent of, the shareholders of a professional medical corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.  Added by Acts 1968, No. 27, §1.
LA Rev Stat § 12:909 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§909. Shareholders' agreements

RS 909 - Shareholders' agreements  A. Any lawful provision regulating the affairs of a professional medical corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.  B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.  Added by Acts 1968, No. 27, §1.
LA Rev Stat § 12:910 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§910. Directors

RS 910 - Directors  Only voting shareholders, or voting shareholders of another professional medical 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 1968, No. 27, §1. Amended by Acts 1979, No. 172, §2.
LA Rev Stat § 12:911 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§911. Officers and agents

RS 911 - Officers and agents  A. Only voting shareholders, or voting shareholders of another professional medical corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.  B. Only natural persons duly licensed to practice medicine or podiatry in this state may render medical services on behalf of a professional medical corporation. Added by Acts 1968, No. 27, §1. Amended by Acts 1979, No. 172, §3; Acts 2005, No. 304, §1.
LA Rev Stat § 12:912 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§912. Merger and consolidation

RS 912 - Merger and consolidation  Professional medical corporations may be merged into or consolidated only with other professional medical corporations.  Added by Acts 1968, No. 27, §1.