reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-207 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-207. Emergency bylaws

RS 1-207 - Emergency bylaws A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in Subsection D of this Section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following: (1) Procedures for calling a meeting of the board of directors. (2) Quorum requirements for the meeting. (3) Designation of additional or substitute directors. B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are effective only during the emergency. C. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent. D. An emergency exists for purposes of this Section if a catastrophic event makes it impracticable to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-301 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-301. Purposes

RS 1-301 - Purposes A. Every corporation incorporated under this Chapter has the purpose of engaging in any lawful business or activity unless a more limited purpose is set forth in the articles of incorporation. B. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this Chapter only if permitted by, and subject to all limitations of, the other statute. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-302 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-302. General powers

RS 1-302 - General powers  Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and has the power to do all things necessary or convenient to carry out its business and affairs, including without limitation power to do any of the following:  (1) Sue and be sued, complain and defend in its corporate name.  (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.  (3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.  (4) Purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any interest in property, wherever located.  (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.  (6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity.  (7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any obligation by mortgage, pledge, or security interests of any kind in any of its property, franchises, or income.  (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.  (9) Be a promoter, partner, member, associate, or manager of any limited liability company, partnership, joint venture, trust, or other entity.  (10) Conduct its business, locate offices, and exercise the powers granted by this Chapter within or without this state.  (11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.  (12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation and its affiliated entities, and the dependents and families of those individuals.  (13) Make donations for the public welfare or for charitable, scientific, or educational purposes.  (14) Transact any lawful business that will aid governmental policy.  (15) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-303 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-303. Emergency powers

RS 1-303 - Emergency powers  A. In anticipation of or during an emergency defined in Subsection D of this Section, the board of directors of a corporation may do any of the following:  (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.  B. During an emergency defined in Subsection D of this Section, unless emergency bylaws provide otherwise, all of the following provisions shall apply:  (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.  (2) Any or all directors may participate in a regular or special meeting of the board by, and the meeting may be conducted through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  (3) A director participating in a meeting by the means authorized in Paragraph (2) of this Subsection is deemed to be present in person at the meeting.  (4) Unless the application of Paragraphs (2) and (3) of this Subsection is sufficient to attain a quorum of directors, a quorum of directors consists of the number of directors who participate in a meeting if both of the following conditions are met:  (a) Reasonable efforts have been made to provide actual knowledge of the meeting to all directors.  (b) All of the directors who have actual knowledge of the meeting, and who could participate in the meeting lawfully and without undue hardship or risk of injury, do participate in the meeting.  (5) If business is conducted at a meeting of directors at which a quorum would be present only by application of the rule in Paragraph (4) of this Subsection, a quorum of directors under Paragraph (4) of this Subsection is presumed to be present.  C. Corporate action taken in good faith during an emergency under this Section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.  D. An emergency exists for purposes of this Section if a catastrophic event makes it impracticable, without applying the rules stated in Subsection B of this Section, to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-304 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-304. Ultra vires

RS 1-304 - Ultra vires A. Except as provided in Subsection B of this Section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. B. A corporation's power to act may be challenged in any of the following: (1) A proceeding by a shareholder against the corporation to enjoin the act. (2) A proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against a current or former director, officer, employee, or agent of the corporation. (3) A proceeding by the attorney general under R.S. 12:1-1430. C. In a shareholder's proceeding under Paragraph (B)(1) of this Section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act if equitable, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party to the proceeding because of enjoining the unauthorized act. If an act to be enjoined in the proceeding is the performance of a duty owed by the corporation under the terms of a contract to which the corporation is a party, the court may enjoin the act only if the other parties to the contract are joined in the proceeding. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-402 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-402. Reserved name

RS 1-402 - Reserved name  A. A person may reserve the exclusive use of a corporate name in its filings with the secretary of state, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable period of one hundred and twenty days.  B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.  C. A terminated corporation's name is reserved by operation of law for five years after the effective date of the corporation's termination.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 57, §1.
LA Rev Stat § 12:1-403 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-403. Registered name

RS 1-403 - Registered name  A. A foreign corporation may register its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under R.S. 12:1-401(B).  B. A foreign corporation registers its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), by delivering to the secretary of state for filing an application which does both of the following:  (1) Sets forth its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged.  (2) Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation which is dated within ninety days of receipt by the secretary of state.  C. The name is registered for the applicant's exclusive use upon the effective date of the application.  D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application that complies with the requirements of Subsection B of this Section between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.  E. A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this Chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 367, §1.
LA Rev Stat § 12:1-501 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-501. Registered office and registered agent

RS 1-501 - Registered office and registered agent  Each corporation shall continuously maintain in this state both of the following:  (1) A registered office that may be, but need not be, the same as any of its places of business.  (2) A registered agent, who may be either of the following:  (a) An individual who resides in this state.  (b) A domestic or foreign corporation or other eligible entity that does all of the following:  (i) Continuously maintains an office in this state and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in this state.  (ii) Files with the secretary of state a statement setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.  (iii) Acts as the agent of a corporation for service of process as authorized by its organizational documents  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2020, No. 50, §1, eff. June 5, 2020.
LA Rev Stat § 12:1-502 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-502. Change of registered office or registered agent

RS 1-502 - Change of registered office or registered agent  A. A corporation may change its registered office or the identity or address of its registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following information:  (1) The name of the corporation.  (2) The street address of its current registered office.  (3) If the current registered office is to be changed, the street address of the new registered office.  (4) The name and street address of its current registered agent.  (5) If the identity of the current registered agent is to be changed, the name of the new registered agent, and the new agent's signed written consent to the appointment, either on the statement or attached to it.  (6) If the street address of the registered agent is to be changed, the new street address of the registered agent.  (7) If the registered agent is a corporation or eligible entity, the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.  B. A registered agent may change its street address on the records of the secretary of state for all corporations for which it serves as registered agent by delivering to the secretary of state a statement of change that sets forth all of the following information:  (1) The name of the registered agent.  (2) The name of the corporation for which it is acting as registered agent.  (3) Its current street address to be changed.  (4) Its new street address.  (5) A certification that the registered agent has notified all of the corporations for which it serves as registered agent of the change in its address to the new street address specified in the statement of change.  C. A registered agent may satisfy the requirements of Subsection B of this Section for multiple corporations through the delivery of a single statement of change that complies with Subsection B of this Section, provides the names of all of the corporations for which the statement is to be effective, and certifies that the registered agent has notified all of those corporations of the change in its address to the new street address specified in the statement of change.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
LA Rev Stat § 12:1-503 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-503. Resignation of registered agent

RS 1-503 - Resignation of registered agent A. A registered agent may resign the agent's appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. If the office of the registered agent is also the registered office of the corporation, the statement may include a statement that the registered office is also discontinued. B. After filing the statement the secretary of state shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office. C. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-504 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-504. Service on corporation

RS 1-504 - Service on corporation  A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. If the registered agent is a corporation or eligible entity, service of process may be made on an individual who is identified as authorized to receive service for the registered agent in a statement on file with the secretary of state.  B. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this Subsection at the earliest of the following:  (1) The date the corporation receives the mail.  (2) The date shown on the return receipt, if signed on behalf of the corporation.  (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.  C. This Section does not prescribe the only means, or necessarily the required means of serving a corporation.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
LA Rev Stat § 12:1-601 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-601. Authorized shares

RS 1-601 - Authorized shares  A. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this Section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.  B. The articles of incorporation must authorize both of the following:  (1) One or more classes or series of shares that together have unlimited voting rights.  (2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.  C. The articles of incorporation may authorize one or more classes or series of shares that have any of the following characteristics:  (1) Are entitled to special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this Chapter.  (2) Are redeemable or convertible as specified in the articles of incorporation, at the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event, for cash, indebtedness, securities, or other property at prices and in amounts specified or determined in accordance with a formula.  (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.  (4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.  D. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with R.S. 12:1-120(L).  E. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.  F. The description of the preferences, rights, and limitations of classes or series of shares in Subsection C of this Section is not exhaustive.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-602 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-602. Terms of class or series determined by board of directors

RS 1-602 - Terms of class or series determined by board of directors A. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following: (1) Classify any unissued shares into one or more classes or into one or more series within a class. (2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes. (3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class. B. If the board of directors acts pursuant to Subsection A of this Section, it must determine the terms, including the preferences, rights, and limitations, to the same extent permitted under R.S. 12:1-601, of the following: (1) Any class of shares before the issuance of any shares of that class. (2) Any series within a class before the issuance of any shares of that series. C. Before issuing any shares of a class or series created under this Section, the corporation must deliver to the secretary of state for filing articles of amendment setting forth the terms determined under Subsection A of this Section. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-603 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-603. Issued and outstanding shares

RS 1-603 - Issued and outstanding shares A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. B. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of Subsection C of this Section and to R.S. 12:1-640. C. At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.