reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1349 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1349. Certificate of correction by a foreign limited liability company

RS 1349 - Certificate of correction by a foreign limited liability company  A. Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction.  B. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.  C. A certificate of correction shall be executed in the name of the limited liability company by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company.  D. The secretary of state may prescribe and furnish forms for filing the certificate of correction.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1350.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1350.1. Annual report

RS 1350.1 - Annual report  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 § 12:1352 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1352. Termination of withdrawal proceedings

RS 1352 - Termination of withdrawal proceedings  At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:1351, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office and shall acknowledge receipt of the request by returning the application for withdrawal forms to the limited liability company or its representative. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1354 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1354. Transacting business without authority

RS 1354 - Transacting business without authority  A. No foreign limited liability company transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by and as provided in, this Chapter. The burden of proof shall rest upon the limited liability company to establish that it has been so authorized, and the only legal evidence thereof shall be the certificate of the secretary of state or a duly authenticated copy thereof.  B. The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not cause the members or managers of the foreign limited liability company to become liable for the obligations of the foreign limited liability company, shall not impair the validity of any contract or act of such limited liability company, and shall not prevent such limited liability company from defending any action, suit, or proceeding in any court of this state.  C. A foreign limited liability company that transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes that would have been imposed by law upon such limited liability company had it duly applied for and received a certificate of authority to transact business in this state, as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under this Section.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1355 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1355. Authority to investigate; penalty

RS 1355 - Authority to investigate; penalty  A. The secretary of state may investigate any foreign limited liability company transacting business in this state which does not have a certificate of authority to transact business in this state.  B. The secretary of state may impose a penalty of not more than one thousand dollars per violation against any foreign limited liability company transacting business in this state without a valid certificate of authority.  C. The secretary of state shall adopt a schedule of penalties to be imposed under the provisions of this Section in accordance with the provisions of the Administrative Procedure Act.  D. If a penalty imposed under the provisions of this Section is not timely paid by a foreign limited liability company, the attorney general shall institute proceedings against the foreign limited liability company to collect such penalty.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1356 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1356. Repealed by Acts 2017, No. 367, §3.

RS 1356 - Repealed by Acts 2017, No. 367, §3.
LA Rev Stat § 12:1357 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1357. Merger or consolidation

RS 1357 - Merger or consolidation Any one or more domestic limited liability companies may merge or consolidate with or into a domestic limited liability company, partnership in commendam, partnership, or business or nonprofit corporation. Any one or more domestic limited liability companies, partnerships in commendam, partnerships, or business or nonprofit corporations may merge or consolidate with or into a domestic limited liability company. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
LA Rev Stat § 12:1358 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1358. Agreement of merger or consolidation

RS 1358 - Agreement of merger or consolidation  A. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with R.S. 12:1359.  B. The agreement of merger or consolidation shall set forth the following:  (1) The name and state or country of organization of each limited liability company, corporation, partnership, or partnership in commendam which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate.  (2) The terms and conditions of the proposed merger or consolidation.  (3) The manner and basis of converting the membership interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each partnership in commendam or partnership which is a constituent entity in the merger or consolidation into membership interests, shares, interests, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, partnership, partnership in commendam, or other entity, or, in whole or in part, into cash or other property, including obligations or securities of any other person.  (4) In the case of a merger, such amendments to the articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the surviving entity, as are desired to be effected by the merger, or that no such changes are desired.  (5) In the case of a consolidation, all of the statements required to be set forth in articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the new entity.  (6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1362 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1362. Merger or consolidation with foreign entity

RS 1362 - Merger or consolidation with foreign entity A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more foreign limited liability companies, foreign corporations, foreign partnerships, or foreign limited partnerships may merge or consolidate with or into a domestic limited liability company, if: (1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation. (2) The foreign constituent entity complies with R.S. 12:1360 if it is the surviving entity or the new entity. (3) Each domestic limited liability company complies with the applicable provisions of R.S. 12:1358 and 1359 and, if it is the surviving entity or the new entity, with R.S. 12:1360. B. If the surviving entity or new entity is to be governed by the laws of any state other than this state or of a foreign country, then upon the effectiveness of a merger or consolidation the surviving entity or new entity shall be subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation. C. The effect of such merger or consolidation shall be as provided in R.S. 12:1361, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in R.S. 12:1361, except insofar as the laws of such other jurisdiction provide otherwise. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
LA Rev Stat § 12:1364 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1364. Filing, service, and copying fees

RS 1364 - Filing, service, and copying fees A. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every domestic limited liability company: (1) For filing and recording articles of organization, amended articles of organization, articles of dissolution, reinstatement proceedings, merger proceedings for domestic limited liability companies, and certificates of correction. (2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter. (3) For supplemental initial reports, certified copies with amendments, copies with amendments, agent resignation, appointment of registered agent, appointment of new agent, change of agent or address, or reservation of limited liability company name. (4) For filing an annual report. B. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every foreign limited liability company: (1) For filing and recording certificates of authority, amended certificates, withdrawal proceedings, termination of withdrawal proceedings, reinstatement proceedings, certificates of correction, and merger proceedings for foreign corporations. (2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter. (3) For certified copies with amendments, agent resignations, appointments of registered agents, changes of domicile, appointments of new agents, or changes of agent or address. (4) For filing an annual report. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2; Acts 2002, 1st Ex. Sess., No. 79, §1, eff. April 18, 2002; Acts 2008, No. 913, §2.
LA Rev Stat § 12:1365 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1365. Derivative actions

RS 1365 - Derivative actions  A limited liability company shall be treated as an unincorporated association under Chapter 5 of Title II of Book I of the Louisiana Code of Civil Procedure.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1366 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1366. Applicability of provisions to foreign and interstate commerce

RS 1366 - Applicability of provisions to foreign and interstate commerce  A. Whenever a conflict arises between the law of this state and the laws of any other state with regard to the liability of members of a limited liability company organized and existing under this Chapter for the debts, obligations, and liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, the laws of this state shall be deemed to govern in determining such liability.  B. It is the intention of the legislature by the enactment of this Chapter that the legal existence of limited liability companies formed under this Chapter be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the protection of full faith and credit under Article IV of the Constitution of the United States.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1367 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1367. Rules of construction

RS 1367 - Rules of construction  A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.  B. It is the policy of this Chapter to give maximum effect to the principle of freedom of contract.  C. Neither this Chapter nor any amendment shall be construed so as to impair the obligations of any contract existing when this Chapter or any amendment goes into effect, nor to affect any action or proceedings begun or right accrued before this Chapter or any amendment takes effect.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1368 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1368. Taxation

RS 1368 - Taxation  A limited liability company created under this Chapter or entering the state pursuant to this Chapter shall pay such taxes as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign limited partnerships on an identical basis therewith. For state income and franchise tax purposes, a limited liability company shall be treated and taxed in the same manner that it is treated and taxed for federal income tax purposes.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2016 1ES, No. 12, §1, eff. March 10, 2016.
LA Rev Stat § 12:1369 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1369. Short title

RS 1369 - Short title  This Chapter shall be known and may be cited as the "Limited Liability Company Law".  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1400 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1400. Terms defined

RS 1400 - Terms defined As used in this Chapter: (1) "Professional social work corporation" means a corporation organized pursuant to this Chapter for the practice of social work. (2) All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1401 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1401. Professional corporations

RS 1401 - Professional corporations One or more natural persons, of full age and duly licensed to practice social work in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing social work. 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. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1402 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1402. The corporate name

RS 1402 - 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 social work partnership, or it may consist of any other name approved by the secretary of state. The name shall end with one of the phrases, which may be in parentheses, "A Professional Social Work Corporation", "A Professional Corporation" or "A Social Work Corporation". The name may include "Limited" or "Ltd.". The name need not contain "Incorporated" or "Inc.". Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1403 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1403. Corporate authority

RS 1403 - Corporate authority A professional social work corporation shall engage in no business other than the practice of social work, but may hold property for investment or in connection with its social work practice. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1404 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1404. Shares

RS 1404 - Shares A. There shall be only one class of shares of a professional social work 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 social work in this state, and who holds his shares in his own right, or another professional social work 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 social work services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1412. C. R.S. 12:33 shall not apply to professional social work corporations. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1405 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1405. Certificate of stock

RS 1405 - 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 social work or another professional social work corporation in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of social work services by, the corporation, or to have access to any records or communications pertaining to social work 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. 12:1408. C. There shall be no provision for compulsory offer of shares for purchase or by sale to the corporation, and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1406 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1406. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 1406 - Liability of incorporators, subscribers, shareholders, directors, officers and agents A. A subscriber to, or holder of, shares of a professional social work 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. Acts 1997, No. 1169, §1.
LA Rev Stat § 12:1407 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1407. Action of shareholders

RS 1407 - Action of shareholders Any action by, or requiring the assent of, the shareholders of a professional social work 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 1997, No. 1169, §1.