reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-934 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-934. Effect of nonprofit conversion

RS 1-934 - Effect of nonprofit conversion A. When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective, all of the following shall apply: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion, or impairment. (2) The liabilities of the corporation remain the liabilities of the corporation. (3) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred. (4) The articles of incorporation of the domestic or foreign nonprofit corporation become effective. (5) The shares of the corporation are reclassified into memberships, securities, obligations, rights to acquire memberships or securities, or into cash or other property in accordance with the plan of conversion, and the shareholders are entitled only to the rights provided in the plan of nonprofit conversion or to any rights they may have under Part 13 of this Chapter. (6) The corporation is deemed to be all of the following: (a) A domestic nonprofit corporation for all purposes. (b) The same corporation without interruption as the corporation that existed prior to the conversion. (c) Incorporated on the date that it was originally incorporated as a domestic business corporation. B. When a conversion of a domestic business corporation to a foreign nonprofit corporation becomes effective, the foreign nonprofit corporation remains both of the following: (1) Obligated under the laws of this state to pay promptly the amount, if any, to which shareholders who exercise appraisal rights in connection with the conversion are entitled under Part 13 of this Chapter. (2) Subject to the personal jurisdiction of the courts of this state in accordance with R.S. 13:3201, and to service of process in accordance with law. C. [Reserved.] D. A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the nonprofit corporation shall have owner liability only for those debts, obligations, or liabilities of the nonprofit corporation that arise after the effective time of the articles of nonprofit conversion. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-935 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-935. Abandonment of a nonprofit conversion

RS 1-935 - Abandonment of a nonprofit conversion A. Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders. B. If a nonprofit conversion is abandoned under Subsection A of this Section after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this Section, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion shall be deemed abandoned and shall not become effective. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-940 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-940. Foreign nonprofit domestication and conversion

RS 1-940 - Foreign nonprofit domestication and conversion A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-941 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-941. Articles of nonprofit domestication and conversion

RS 1-941 - Articles of nonprofit domestication and conversion A. After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of nonprofit domestication and conversion shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following: (1) The name of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of R.S. 12:1-401. (2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and the date the corporation was incorporated in that jurisdiction. (3) A statement that the domestication and conversion of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in this state. B. The articles of nonprofit domestication and conversion shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted. C. The articles of nonprofit domestication and conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123. D. If the foreign nonprofit corporation is authorized to transact business in this state under Chapter 3 of this Title, its certificate of authority shall be cancelled automatically on the effective date of its domestication and conversion. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-942 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-942. Effect of foreign nonprofit domestication and conversion

RS 1-942 - Effect of foreign nonprofit domestication and conversion A. When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective, all of the following shall apply: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion or impairment. (2) The liabilities of the corporation remain the liabilities of the corporation. (3) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred. (4) The articles of nonprofit domestication and conversion, or the articles of incorporation attached to the articles of nonprofit domestication and conversion, constitute the articles of incorporation of the corporation. (5) Shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction, so long as at least one share is outstanding immediately after the effective time. (6) The corporation is deemed to be all of the following: (a) A domestic corporation for all purposes. (b) The same corporation without interruption as the foreign nonprofit corporation. (c) Incorporated on the date the foreign nonprofit corporation was originally incorporated. B. The owner liability of a member of a foreign nonprofit corporation that domesticates and converts to a domestic business corporation shall be as follows: (1) The domestication and conversion does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of nonprofit domestication and conversion. (2) The member shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of nonprofit domestication and conversion. (3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred. (4) The member shall have whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-943 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-943. Abandonment of a foreign nonprofit domestication and conversion

RS 1-943 - Abandonment of a foreign nonprofit domestication and conversion If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of nonprofit domestication and conversion have been filed with the secretary of state, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication and conversion shall be deemed abandoned and shall not become effective. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-950 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-950. Entity conversion authorized; definitions

RS 1-950 - Entity conversion authorized; definitions A. A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. B. A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. C. A domestic unincorporated entity may become a domestic business corporation or another form of domestic unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. D. A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction. E. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended subsequent to that date. F. As used in this Subpart: (1) "Converting entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation. (2) "Surviving entity" means the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to this Subpart. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-951 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-951. Plan of entity conversion

RS 1-951 - Plan of entity conversion A. A plan of entity conversion must include all of the following: (1) A statement of the type of entity the surviving entity will be and, if it will be a foreign entity, its jurisdiction of organization. (2) The terms and conditions of the conversion. (3) If the converting entity is a domestic business corporation, the manner and basis of converting the shares of the corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, or into cash, other property, or any combination of the foregoing. (4) If the converting entity is an unincorporated entity, the manner and basis of converting the interests in the entity into shares, interests, or other securities, obligations, rights to acquire shares, interests, or other securities, or into cash, other property, or any combination of the foregoing. (5) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity. B. The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity 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 shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, or the cash or other property to be received under the plan by the shareholders. (2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to 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. C. Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L). Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-952 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-952. Action on a plan of entity conversion

RS 1-952 - Action on a plan of entity conversion In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity, all of the following shall apply: (1) The plan of entity conversion must be adopted by the board of directors. (2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board must transmit to the shareholders the basis for so proceeding. (3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis. (4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion. (5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group by at least a majority of the votes entitled to be cast on the conversion by that voting group. (6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted, or entered into before January 1, 2015, applies to a merger of the corporation, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended. (7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the signing, by each such shareholder, of a separate written consent to become subject to such owner liability. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-954 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-954. Surrender of charter upon conversion

RS 1-954 - Surrender of charter upon conversion 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 § 12:1-956 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-956. Abandonment of an entity conversion

RS 1-956 - Abandonment of an entity conversion A. Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders. B. If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this Section, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1001 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1001. Authority to amend

RS 1-1001 - Authority to amend 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 § 12:1-1002 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1002. Amendment before issuance of shares

RS 1-1002 - Amendment before issuance of shares If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.