reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-1405 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1405. Effect of dissolution

RS 1-1405 - Effect of dissolution A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following: (1) Collecting its assets. (2) Disposing of its properties that will not be distributed in kind to its shareholders. (3) Discharging or making reasonable provision for discharging its liabilities. (4) Distributing its remaining property among its shareholders according to their interests. (5) Doing every other act necessary to wind up and liquidate its business and affairs. B. Dissolution of a corporation does not do any of the following: (1) Transfer title to the corporation's property. (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records. (3) Subject its directors or officers to standards of conduct different from those prescribed in Part 8 of this Chapter. (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. (5) Prevent commencement of a proceeding by or against the corporation in its corporate name. (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (7) Terminate the authority of the registered agent of the corporation. C. The limitation imposed by Subsection A of this Section on the business to be conducted by a dissolved corporation does not do either of the following: (1) Require the corporation to discontinue operations in any part of its business that the corporation plans to sell as a going concern in connection with the winding up and liquidation of the corporation's affairs. (2) Affect any right acquired by a third person before the third person knows or has reason to know that the corporation is dissolved. D. The filing of articles of dissolution by a corporation does not by itself give a third person knowledge or reason to know that the corporation is dissolved. E. The provisions of Code of Civil Procedure Articles 692 and 740 do not apply to a dissolved corporation that has not been terminated. A dissolved and unterminated corporation continues to be the proper party plaintiff under Code of Civil Procedure Article 690 and the proper party defendant under Code of Civil Procedure Article 739. An action by or against a terminated corporation is governed by R.S. 12:1-1443. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1406 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1406. Known claims against dissolved corporation

RS 1-1406 - Known claims against dissolved corporation A. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. B. The written notice must do all of the following: (1) Describe information that must be included in a claim. (2) Provide a mailing address where a claim may be sent. (3) State the deadline, which may not be fewer than one hundred and twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim. (4) State that the claim will be extinguished by peremption if not received by the deadline. C. A claim against the dissolved corporation is perempted by either of the following: (1) If a claimant who was given written notice under Subsection B of this Section does not deliver the claim to the dissolved corporation by the deadline. (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim by the deadline stated in the rejection notice for the commencement of an enforcement proceeding, which may not be fewer than ninety days after the effective date of the rejection notice. D. For purposes of this Section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1407 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1407. Other claims against dissolved corporation

RS 1-1407 - Other claims against dissolved corporation A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. B. The notice must do all of the following: (1) Be published one time in a newspaper of general circulation in the parish where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located. (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. (3) State that a claim against the dissolved corporation will be extinguished by peremption unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. C. If the dissolved corporation publishes a newspaper notice in accordance with Subsection B of this Section, any claim not earlier perempted by R.S. 12:1-1406(C) is perempted unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice. D. A claim that is not perempted by R.S. 12:1-1406(C) or 1-1407(C) may be enforced against either of the following: (1) The dissolved corporation, to the extent of its undistributed assets. (2) Except as provided in R.S. 12:1-1408(D), if the assets have been distributed in liquidation, a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this Section may not exceed the total amount of assets distributed to the shareholder. E. A proceeding to enforce the liability of a shareholder under Paragraph (D)(2) of this Section is perempted unless it is commenced within two years after the date that the assets were distributed to the shareholder. F. For purposes of this Section, the term "claim" includes a claim of any kind, including a contingent liability and a claim based on an event occurring after the effective date of dissolution. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1408 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1408. Court proceedings

RS 1-1408 - Court proceedings A. A dissolved corporation that has published a notice under R.S. 12:1-1407 may file an application with the district court of the parish where the dissolved corporation's principal office or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under R.S. 12:1-1407(C). B. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. C. The court shall appoint an attorney at law to represent all claimants whose identities or whereabouts are unknown in any proceeding brought under this Section, as if those claimants were absentee defendants under Code of Civil Procedure Article 5091. The reasonable fees and expenses of the appointed attorney, including all reasonable expert witness fees, shall be paid by the dissolved corporation. D. Provision by the dissolved corporation for security in the amount and the form ordered by the court under Subsection A of this Section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1409 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1409. Responsibility of the board of directors

RS 1-1409 - Responsibility of the board of directors A. The board of directors of a dissolved corporation is responsible for winding up and liquidating the business and affairs of the corporation as contemplated by R.S. 12:1-1405 (A). The board of directors may authorize a distribution to shareholders only after the corporation pays, or makes reasonable provision to pay, all obligations owed by the corporation as contemplated by R.S. 12:1-1405(A). B. Directors of a dissolved corporation which has disposed of claims under R.S. 12:1-1406, 1-1407, or 1-1408 shall not be liable for breach of Subsection A of this Section with respect to claims against the dissolved corporation that are barred or satisfied under R.S. 12:1-1406, 1-1407, or 1-1408. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1410 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1410. Certain sections in Subpart A applicable to all dissolved corporations

RS 1-1410 - Certain sections in Subpart A applicable to all dissolved corporations R.S. 12:1-1405 through 1-1409 apply to a dissolved corporation regardless of whether the dissolution is voluntary or judicial. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1411 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1411. §§1-1411 – 1-1429 [Reserved]

SUBPART B. ADMINISTRATIVE DISSOLUTION §§1-1411 - 1-1429 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1412 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1412. §12:1-1412

§12:1-1412 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1413 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1413. §12:1-1413 [Reserved]

§12:1-1413 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1414 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1414. §12:1-1414 [Reserved]

§12:1-1414 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1415 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1415. §12:1-1415 [Reserved]

§12:1-1415 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1416 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1416. §12:1-1416 [Reserved]

§12:1-1416 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1417 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1417. §12:1-1417 [Reserved]

§12:1-1417 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1418 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1418. §12:1-1418 [Reserved]

§12:1-1418 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1419 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1419. §12:1-1419 [Reserved]

§12:1-1419 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1420 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1420. §12:1-1420 [Reserved]

§12:1-1420 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1421 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1421. §12:1-1421 [Reserved]

§12:1-1421 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1422 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1422. §12:1-1422 [Reserved]

§12:1-1422 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1423 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1423. §12:1-1423 [Reserved]

§12:1-1423 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1424 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1424. §12:1-1424 [Reserved]

§12:1-1424 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1425 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1425. §12:1-1425 [Reserved]

§12:1-1425 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1426 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1426. §12:1-1426 [Reserved]

§12:1-1426 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1427 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1427. §12:1-1427 [Reserved]

§12:1-1427 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1428 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1428. §12:1-1428 [Reserved]

§12:1-1428 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1429 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1429. §12:1-1429 [Reserved]

§12:1-1429 [Reserved] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1430 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1430. Grounds for judicial dissolution

RS 1-1430 - Grounds for judicial dissolution A. A district court may dissolve a corporation in any of the following: (1) A proceeding by the attorney general if either of the following is established: (a) The corporation obtained its articles of incorporation through fraud. (b) The corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A proceeding by a shareholder if any of the following is established: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock. (b) [Reserved.] (c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired. (d) [Reserved.] (3) A proceeding by a creditor if either of the following is established: (a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent. (b) The corporation is insolvent and has admitted in writing that the creditor's claim is due and owing. (4) A proceeding by the corporation, or by shareholders of shares with at least twenty-five percent of the voting power in the corporation, to have its voluntary dissolution continued under court supervision. (5) A proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve. B. Paragraph (2) of Subsection A of this Section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are covered securities under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended. C. In Subsection A of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1431 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1431. Procedure for judicial dissolution

RS 1-1431 - Procedure for judicial dissolution A. Venue for a proceeding by the attorney general to dissolve a corporation lies in East Baton Rouge Parish. Venue for a proceeding brought by any other party named in R.S. 12:1-1430(A) lies in the parish where the corporation's principal office or, if none in this state, its registered office is or was last located. B. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. C. A court in a proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may issue injunctions, appoint a receiver or liquidator with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. D. Within ten days of the commencement of a proceeding to dissolve a corporation under R.S. 12:1-1430(A)(2), the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under R.S. 12:1-1434 and accompanied by a copy of R.S. 12:1-1434. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1432 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1432. Appointment of receiver or liquidator

RS 1-1432 - Appointment of receiver or liquidator  A. Unless an election to purchase has been filed under R.S. 12:1-1434, a court in a judicial proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may appoint one or more liquidators to wind up and liquidate, or one or more receivers to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or liquidator. The court appointing a receiver or liquidator has jurisdiction over the corporation and all of its property wherever located.  B. The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or liquidator. The court may require the receiver or liquidator to post bond, with or without sureties, in an amount the court directs.  C. The court shall describe the powers and duties of the receiver or liquidator in its appointing order, which may be amended from time to time and may require the receiver or liquidator to file interim and final reports with the court as the court considers appropriate. Except as limited by the court, the following powers may be exercised:  (1) The liquidator may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to wind up the business and affairs of the corporation as contemplated by R.S. 12:1-1405.  (2) The receiver may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.  D. The court may redesignate the receiver a liquidator, and may redesignate the liquidator a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.  E. The court from time to time may order compensation paid and expenses paid or reimbursed to the receiver or liquidator from the assets of the corporation or proceeds from the sale of the assets.  F. If a court appoints a receiver or liquidator under this Section, then during the period of the appointment the receiver or liquidator assumes the responsibility and authority of the board of directors, except to the extent the appointing order provides otherwise, and the board of directors is relieved of that responsibility and authority. The receiver or liquidator is liable for a breach of duty as receiver or liquidator to the same extent that a director holding the same authority and responsibility would be liable.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-1433 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1433. Judgment of dissolution

RS 1-1433 - Judgment of dissolution A. If after a hearing the court determines that one or more grounds for judicial dissolution described in R.S. 12:1-1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the judgment to the secretary of state, who shall file it. B. After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with R.S. 12:1-1405 and the notification of claimants in accordance with R.S. 12:1-1406 and 1-1407. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1437 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1437. Stay of duplicative proceedings

RS 1-1437 - Stay of duplicative proceedings A. On motion by the corporation, a court shall stay a duplicative proceeding by a shareholder who has given a notice of withdrawal to the corporation as provided in R.S. 12:1-1435(D). The court shall lift the stay on motion by the shareholder when a judgment denying the shareholder's right to withdraw becomes final and definitive. B. For purposes of this Section, a "duplicative proceeding" is any proceeding in which a shareholder, on his own behalf or as a representative of the corporation, alleges a cause of action against the corporation, or against a director, officer, agent, employee, or controlling person of the corporation, on grounds of a breach of duty owed by that person to the corporation or to the shareholder in the shareholder's capacity as shareholder. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.