reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:242 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§242. Authorization for mergers and consolidations

RS 242 - Authorization for mergers and consolidations  A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization thereto by the laws under which the foreign corporation or corporations were formed) be:  (1) Merged into one of the nonprofit, business or foreign corporations, or  (2) Consolidated into a new corporation to be formed under this Chapter, under Chapter 1 of this Title, or under the laws under which one of the foreign corporations was formed.  B. For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.  C. A corporation which is not permitted to distribute its net assets to its members upon dissolution may be merged with or consolidated into only another such corporation.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:244 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§244. Consolidation; articles of incorporation

RS 244 - Consolidation; articles of incorporation  A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:203, except that:  (1) The nonprofit, business and foreign corporations consolidating shall be named as the incorporators of the new corporation;  (2) The articles shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;  (3) The articles shall also state the manner of converting the shares or memberships of each of the consolidating nonprofit, business and foreign corporations into shares, memberships or obligations of the new corporation. B. The articles shall be filed and recorded, and a certificate of incorporation issued, as provided in R.S. 12:205.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:245 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§245. When merger or consolidation effective

RS 245 - When merger or consolidation effective  A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.  B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:249 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution

RS 249 - Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution   A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court.   B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution.   C. A proceeding for dissolution takes effect:   (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or   (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court.   D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.   Acts 1968, No. 105, §1.
LA Rev Stat § 12:250.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§250.1. Dissolution by affidavit

RS 250.1 - Dissolution by affidavit  A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.  (2) The secretary of state may prescribe and furnish forms for the affidavit.  B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation.  C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.  Acts 1984, No. 391, §1, eff. July 6, 1984; Acts 1989, No. 142, §1; Acts 1995, No. 465, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:252 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§252. Qualifications of liquidator; filling vacancies in the office of liquidator

RS 252 - Qualifications of liquidator; filling vacancies in the office of liquidator  A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other business associate of any judge, or of the spouse of any judge, of the court, or (2) a person who is, or within twelve months next preceding such appointment has been, with regard to the court, a district attorney, assistant district attorney, clerk of court, deputy clerk of court, sheriff, deputy sheriff, bailiff, crier, minute clerk, reporter, stenographer or other court attache or other employee.  B. Unless otherwise provided by the members or incorporators, a vacancy occurring by death, resignation or otherwise in the office of liquidator, when the proceeding is not subject to the supervision of the court, may be filled by the members or incorporators. At any meeting of members called for this purpose, those present or represented by proxy thereat shall constitute a quorum. In case of a proceeding under the supervision of the court, the vacancy shall be filled by the court.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:254 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§254. Dissolution proceedings under judicial supervision; procedure; powers of liquidator

RS 254 - Dissolution proceedings under judicial supervision; procedure; powers of liquidator  A. Dissolution under supervision by the court is a summary proceeding.  B. Each judicial liquidator confirmed or appointed as provided in R.S. 12:250(E), 250(F) or 251(E), after giving such bond as the court may require for the faithful performance of his duties, shall proceed with the liquidation of the affairs of the corporation under the supervision of the court.  C. A judicial liquidator in dissolution proceedings shall have full authority to retain counsel and auditors, and to prosecute and defend actions; shall have authority to compromise, compound and settle claims by or against the corporation upon such terms as he deems best, subject to supervision by the court; and shall have such other powers as the court may in its discretion grant, which, without limiting the scope of the court's discretion, may include any or all powers enumerated in R.S. 12:253(C). A judicial liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.  D. The court may enter such injunctive and other orders, ex parte or on such notice as the court may prescribe, as it may deem appropriate, except that the court shall not order or permit the making of an inventory of the corporation's assets by a notary public.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:256 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§256. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

RS 256 - Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings  A. When a corporation has been liquidated completely:  (1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be dissolved.  (2) If the proceeding is out of court, the liquidator shall sign and acknowledge a certificate stating that the corporation has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for the certificate.  (3) If the corporation is not permitted to distribute its net assets to its members, the certificate or order shall state the disposition of any net assets. The certificate or order shall be in accordance with the provisions of the resolution or written consent of dissolution, if the dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the certificate or order shall comply with the order of court.  B. The order or the certificate of the liquidator 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 and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law, shall record the same in his office and shall issue a certificate of dissolution of the corporation effective as of the date, which shall be stated therein, of filing of the order or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages in the parish in which the corporation had its last registered office.  C. Upon issuance of the certificate of dissolution, the corporate 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 corporation.  D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall be distributed accordingly.  E. Following cessation of the corporate existence, the liquidator shall still have power to take all action required to preserve the interests of the corporation, its creditors and members; and 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 new liquidator for any proper purpose in case of the death, disability or unwillingness to serve of the last previous liquidator.  Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:257 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§257. Termination of proceedings for dissolution

RS 257 - Termination of proceedings for dissolution  A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.  B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.  (2) The secretary of state may prescribe and furnish forms for the certificate.  (3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.  C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.  D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.  Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:259 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§259. Receivership procedure; powers of receiver

RS 259 - Receivership procedure; powers of receiver   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 § 12:260 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§260. Compromise arrangements; reorganizations; approval and effect

RS 260 - Compromise arrangements; reorganizations; approval and effect  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 § 12:263 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§263. Fees

RS 263 - Fees A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation: (1) For filing and recording articles of incorporation. (2) For filing and recording amended articles of incorporation. (3) For filing and recording dissolution proceedings. (4) For filing and recording reinstatement proceedings. (5) For filing and recording merger proceedings. B.(1) This fee shall include all certificates and certified copies which are required for filing with the clerks of court. Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance. (2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, and appointment of officers and directors. Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1, eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 2008, No. 913, §2.
LA Rev Stat § 12:264 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§264. Penalties

RS 264 - Penalties  A. If any corporation, or officer, director or agent of a corporation, should violate any of the provisions of subsection D of R.S. 12:205 or subsection A or D of R.S. 12:223, it or he shall be fined not more than one hundred dollars for each violation, recoverable in an action brought by the District Attorney of the parish in which the corporation's registered office is located.  B. Any corporation, or any officer or agent thereof, which or who shall in bad faith refuse to permit the exercise of inspection rights pursuant to R.S. 12:223(C), shall be liable to the member or members seeking to exercise such rights to the extent of the costs and expenses of any proceeding necessary to enforce such inspection rights, and for any other damages actually sustained by such member or members.  C. Any corporation, or officer, director or member thereof, which or who attempts to exercise any corporate power, privilege or franchise after annulment, vacation or forfeiture of the corporation's articles and franchise pursuant to the provisions of R.S. 12:262, shall pay for each such attempt a penalty of not less than one hundred dollars nor more than one thousand dollars, recoverable in a civil action by the Secretary of State.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:265 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§265. Application to existing corporations

RS 265 - Application to existing corporations  Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every existing corporation on January 1, 1969 formed under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter; provided that this Chapter shall not affect or impair any right of any existing corporation which is guaranteed or protected by the Constitution of this state or of the United States, except that the corporation shall not hereafter operate in any manner for the purpose of making a pecuniary profit or gain for its members; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.  Acts 1968, No. 105, §1.