reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1116. Liability of incorporators, subscribers, shareholders, directors, officers or agents

RS 12:1116 - Liability of incorporators, subscribers, shareholders, directors, officers or agents
A. A subscriber to or holder of shares in a professional optometry 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 neglect 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.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1117. Action of shareholders

RS 12:1117 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional optometry 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.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1118. Shareholders' agreements

RS 12:1118 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional optometry corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made or who thereafter become shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be opened daily during business hours to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1119. Directors

RS 12:1119 - Directors
Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1120. Officers and agents

RS 12:1120 - Officers and agents
A. Only voting shareholders may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice optometry in this state may render optometry services on behalf of a professional optometry corporation.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1122. Dissolution

RS 12:1122 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional optometry corporation.
B. In the event of the death of a shareholder of a professional optometry corporation, said shareholder's succession representative, or those placed in possession of the shares of such shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1123. Regulation by Louisiana State Board of Optometry

RS 12:1123 - Regulation by Louisiana State Board of Optometry
Professional optometry corporations shall be subject to the discipline of the Louisiana State Board of Optometry Examiners and its authority to adopt rules and regulations governing the practice of optometry.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1130. Terms defined

RS 12:1130 - Terms defined
As used in this Chapter:
A. "Professional psychology corporation" means a corporation organized pursuant to this Chapter for the practice of psychology.
B. 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.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1131. Professional corporations

RS 12:1131 - Professional corporations
One or more natural persons, of full age and duly licensed to practice psychology in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing psychology. 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.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1132. The corporate name

RS 12:1132 - 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 psychology 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 Psychology Corporation," "A Professional Corporation" or "A Psychology Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1134. Shares

RS 12:1134 - Shares
A. There shall be only one class of shares of a professional psychology 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 psychology in this state, and who holds his shares in his own right, or another professional psychology 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 psychological services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1142.
C. R.S. 12:33 shall not apply to professional psychology corporations.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1135. Certificate of stock

RS 12:1135 - 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 psychology or another professional psychology 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 psychological services by, the corporation, or to have access to any records or communications pertaining to psychological 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. 12:1138.
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. 12:22,1 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.
Added by Acts 1980, No. 523, §1.
1So in enrolled bill. Present R.S. 12:22 deals with purposes for incorporation. Former R.S. 12:22, repealed by Acts 1968, No. 105, §1, provided: "If a shareholder be indebted to the corporation on account of unpaid subscriptions for shares, the corporation shall have a vendor's privilege upon such shares to the extent of this indebtedness." See, now, R.S. 12:71.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1136. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:1136 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional psychology 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.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1137. Action of shareholders

RS 12:1137 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional psychology corporation may be taken on the affirmative vote of 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.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1138. Shareholders' agreements

RS 12:1138 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional psychology corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office which shall be open daily during business hours to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1139. Directors

RS 12:1139 - Directors
Only voting shareholders, or voting shareholders of another professional psychology corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1140. Officers and agents

RS 12:1140 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional psychology corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice psychology in this state may render psychological services on behalf of a professional psychology corporation.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1142. Dissolution

RS 12:1142 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional psychology corporation.
B. In the event of the death of a shareholder of a professional psychology corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1143. Regulation by the Louisiana State Board of Examiners of Psychologists

RS 12:1143 - Regulation by the Louisiana State Board of Examiners of Psychologists
Professional psychology corporations shall be subject to the discipline of the Louisiana State Board of Examiners of Psychologists and to its authority to adopt rules and regulations governing the practice of psychology.
Added by Acts 1980, No. 523, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1151. Terms defined

RS 12:1151 - Terms defined
As used in this Chapter:
A. "Professional veterinary medicine corporation" means a corporation organized pursuant to this Chapter for the practice of veterinary medicine.
B. 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.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1152. Professional corporations

RS 12:1152 - Professional corporations
One or more natural persons, of full age and duly licensed to practice veterinary medicine in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing veterinary medicine. 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.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1153. The corporate name

RS 12:1153 - 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 veterinary medical 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 Veterinary Medicine Corporation," "A Professional Corporation" or "A Veterinary Medicine Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1155. Shares

RS 12:1155 - Shares
A. There shall be only one class of shares of a professional veterinary medicine 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 veterinary medicine in this state, and who holds his shares in his own right, or another professional veterinary medicine 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 medical services rendered by, or any other affairs of, the corporations, except as provided in R.S. 12:913(B).
C. R.S. 12:33 shall not apply to professional veterinary medicine corporations.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1156. Certificate of stock

RS 12:1156 - 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 veterinary medicine 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 veterinary medicine services by, the corporation or to have access to any records or communications pertaining to medical 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. 12:1159.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:22,1 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.
Added by Acts 1982, No. 218, §1.
1In subsec. C, "R.S. 12:22" is as it appears in the original bill and the enrolled act.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1157. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:1157 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional veterinary medicine 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 of 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.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1158. Action of shareholders

RS 12:1158 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional veterinary medicine 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.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1159. Shareholders' agreements

RS 12:1159 - Shareholders' agreements
Any lawful provision regulating the affairs of a professional veterinary medicine corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1160. Directors

RS 12:1160 - Directors
Only voting shareholders, or voting shareholders of another professional veterinary medicine corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1161. Officers and agents

RS 12:1161 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional veterinary medicine corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice veterinary medicine in this state may render medical services on behalf of a professional veterinary medicine corporation.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1163. Dissolution

RS 12:1163 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional veterinary medicine corporation.
B. In the event of the death of a shareholder of a professional veterinary medicine corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1982, No. 218, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1164. Regulation by Louisiana Board of Veterinary Medicine

RS 12:1164 - Regulation by Louisiana Board of Veterinary Medicine
Professional medical corporations shall be subject to the discipline of the Louisiana Board of Veterinary Medicine and to its authority to adopt rules and regulations governing the practice of medicine.
Added by Acts 1982, No. 218, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1171. Terms defined

RS 12:1171 - Terms defined
As used in this Chapter:
A. "Architectural-engineering corporation" means a corporation organized pursuant to this Chapter for the practice of architecture as provided for by R.S. 37:141 et seq., and for the practice of engineering as provided for by R.S. 37:681 et seq., and which is certified to be in compliance therewith by the Louisiana State Board of Architectural Examiners and the Louisiana Professional Engineering and Land Surveying Board.
B. All terms used in this Chapter shall have the same meaning as provided in Chapter 1.
C. A corporation formed under Chapter 1 of this Title for the purpose of practicing architecture and engineering 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.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1172. Corporate name

RS 12:1172 - Corporate name
The corporate name may consist of any name approved by the secretary of state; however, it may only contain the full or last name or names of one or more shareholders duly licensed to practice architecture or engineering in this state. In all cases the corporate name shall end with language sufficient to identify the corporation as a corporation, such as, but not by way of limitation, "Incorporated", "Inc.", "Limited", or "Ltd.".
Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1174. Directors, officers, and agents; liability

RS 12:1174 - Directors, officers, and agents; liability
A. A subscriber to or holder of shares of an architectural-engineering 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 have against an incorporator, subscriber, shareholder, director, officer, employee, 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.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1175. Shareholders' agreements

RS 12:1175 - Shareholders' agreements
Any lawful provision regulating the affairs of an architectural-engineering corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the shareholders.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1177. Officers

RS 12:1177 - Officers
There shall be a president, a secretary, and such other officers as the shareholders may elect. If there is only one shareholder, all offices may be combined in his person.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1178. Contracts

RS 12:1178 - Contracts
A. An architectural-engineering corporation shall be entitled to enter into contracts to provide architectural services and engineering services and such other contracts as may be consistent with the practice of architecture and engineering.
B. Architectural services rendered on behalf of an architectural-engineering corporation must be performed by or under the direct supervision of a natural person duly licensed to practice architecture in this state.
C. Civil, mechanical, or electrical engineering services or those of any other discipline of professional engineering which the Louisiana Professional Engineering and Land Surveying Board may specify, and which are rendered on behalf of an architectural-engineering corporation, must be performed by or under the direct supervision of a natural person duly licensed to practice engineering in this state and having been listed as practicing in that respective discipline of engineering.
D. A contract to provide any services by an architectural-engineering corporation which at any time during the existence of the contract fails to comply with the requisites of this Chapter shall be voidable by any other party thereto.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1179. Regulation

RS 12:1179 - Regulation
A. Within fifteen days after receipt of the annual written request by an architectural-engineering corporation for licensure as an architect or engineer as the case may be, the State Board of Architectural Examiners and the Louisiana Professional Engineering and Land Surveying Board shall act upon said request.
B. To the extent that it engages in the business of the practice of architecture, an architectural-engineering corporation shall be subject to the discipline of the Louisiana State Board of Architectural Examiners and to its authority to adopt rules and regulations governing the practice of architecture.
C. To the extent that it engages in the business of the practice of engineering, an architectural-engineering corporation shall be subject to the discipline of the Louisiana Professional Engineering and Land Surveying Board, and to its authority to adopt rules and regulations governing the practice of engineering.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983; Acts 2003, No. 279, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1180. Compliance by existing corporation

RS 12:1180 - Compliance by existing corporation
If upon the effective date of this Chapter a previously existing engineering corporation or professional architectural corporation desires to operate as an architectural-engineering corporation, it may do so by compliance with the provisions of this Chapter and shall be entitled but not required to form a separate corporation for that purpose.
Added by Acts 1983, No. 465, §1, eff. July 6, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1190. Terms defined

RS 12:1190 - Terms defined
A. As used in this Chapter "professional occupational therapy corporation" means a corporation organized pursuant to this Chapter for the practice of occupational therapy.
B. 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 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1191. Professional corporations

RS 12:1191 - Professional corporations
One or more natural persons, of full age and duly licensed to practice occupational therapy in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing occupational therapy. 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 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1192. Corporate name

RS 12:1192 - 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 occupational therapy 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 Occupational Therapy Corporation", "A Professional Corporation", or "An Occupational Therapy Corporation". The name may include "Limited" or "Ltd.". The name need not contain "Incorporated" or "Inc.".
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1194. Shares

RS 12:1194 - Shares
A. There shall be only one class of shares of a professional occupational therapy 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 occupational therapy in this state, and who holds his shares in his own right, or another professional occupational therapy 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 therapy services rendered by, or any other affairs of, the corporations, except as provided in R.S. 12:913(B).
C. R.S. 12:33 shall not apply to professional occupational therapy corporations.
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1195. Certificate of stock

RS 12:1195 - 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 occupational therapy 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 occupational therapy services by, the corporation or to have access to any records or communications pertaining to therapy 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. 12:1198.
C. There shall be no provision for compulsory offer of shares for purchase by or 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 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1196. Liability of incorporators, subscribers, shareholders, directors, officers, and agents

RS 12:1196 - Liability of incorporators, subscribers, shareholders, directors, officers, and agents
A. A subscriber to, or holder of, shares of a professional occupational therapy 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 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1197. Action of shareholders

RS 12:1197 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional occupational therapy 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 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1198. Shareholders' agreements

RS 12:1198 - Shareholders' agreements
Any lawful provision regulating the affairs of a professional occupational therapy corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
Acts 1991, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1199. Directors

RS 12:1199 - Directors
Only voting shareholders, or voting shareholders of another professional occupational therapy corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1200. Officers and agents

RS 12:1200 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional occupational therapy corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice occupational therapy in this state may render therapy services on behalf of a professional occupational therapy corporation.
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1202. Dissolution

RS 12:1202 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional occupational therapy corporation.
B. In the event of the death of a shareholder of a professional occupational therapy corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1203. Regulation by Louisiana State Board of Medical Examiners

RS 12:1203 - Regulation by Louisiana State Board of Medical Examiners
Professional occupational therapy corporations shall be subject to the discipline of the Louisiana State Board of Medical Examiners and to its authority to adopt rules and regulations governing the practice of occupational therapy.
Acts 1990, No. 586, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1302. Purpose

RS 12:1302 - Purpose
A. A limited liability company may be organized under this Chapter and may conduct business for any lawful purpose, unless a more limited purpose is stated in its articles of organization. A limited liability company shall not be formed for the purpose of insurance underwriting in all of its several forms.
B. A limited liability company that is subject to regulation by another provision of state law may be formed under this Chapter if not prohibited by such other law. Such a limited liability company shall be subject to all limitations of such other law.
C.(1) A limited liability company organized as a low-profit limited liability company shall set forth in its articles of organization a business purpose that satisfies and which limited liability company is at all times operated to satisfy each of the following requirements:
(a) The entity significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes.
(b) No significant purpose of the entity is the production of income or the appreciation of property provided; however, the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property.
(c) No purpose of the entity is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code.
(2) If a company that is organized pursuant to the requirements of Paragraph (1) of this Subsection at its formation at any time ceases to satisfy any one of the requirements, it shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this Chapter, shall continue to exist as a limited liability company. The name of the company shall be changed to be in conformance with R.S. 12:1306.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2003, No. 361, §2; Acts 2010, No. 417, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1303. Powers

RS 12:1303 - Powers
A. All limited liability companies, regardless of date of organization, shall have the powers, rights, and privileges provided for a corporation organized under the Business Corporation Law (R.S. 12:1 et seq.), and provided for a partnership organized under Title XI of Book III of the Louisiana Civil Code.
B. Without limiting the grant of powers, rights, and privileges contained in Subsection A of this Section, every limited liability company shall have perpetual existence, unless a limited period of duration is stated in the articles of organization.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1997, No. 717, §1, eff. July 8, 1997.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1304. Formation

RS 12:1304 - Formation
A. One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state. The articles of organization and initial report may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery. The secretary of state may prescribe and furnish forms for filing the articles of organization and initial report.
B. If the secretary of state finds that the articles of organization and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles of organization and initial report in his office, endorse on each the date, and if requested, the hour of filing thereof with him, and issue a certificate of organization which shall show the date and, if endorsed on the articles of organization, the hour of filing of the articles of organization with him. The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized, except that in any proceeding brought by the state to annul, forfeit, or vacate a limited liability company's articles of organization, the certificate of organization shall be only prima facie evidence of due organization.
C. Upon the issuance of the certificate of organization, the limited liability company shall be duly organized, and its separate existence shall begin as of the time of filing of the articles of organization with the secretary of state. However, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the limited liability company shall be duly organized, and its separate existence shall begin, as of the time of such acknowledgment or execution.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1307. Reservation of name; transfer of reserved name

RS 12:1307 - Reservation of name; transfer of reserved name
A. The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by any of the following:
(1) A person who intends to organize a domestic limited liability company under this Chapter.
(2) A domestic limited liability company which proposes to change its name.
(3) A foreign limited liability company which intends to apply for authority to do business in this state.
(4) A foreign limited liability company authorized to do business in this state which proposes to change its name.
B.(1) A person may reserve a specified name by filing a signed application with the secretary of state.
(2) If the secretary of state finds that the name is available for use by a limited liability company, he shall reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.
(3) Repealed by Acts 2015, No. 398, §4, eff. Oct. 5, 2015.
C. The exclusive right to use a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer that specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.
D. The owner of the reserved name may terminate the reservation by delivering to the secretary of state a signed notice of termination.
E. The secretary of state may prescribe and furnish forms to reserve the name and transfer the name.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2015, No. 398, §§2, 4, eff. Oct. 5, 2015; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2022, No. 193, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1308.1. Annual report

RS 12:1308.1 - Annual report
A. On or before the anniversary date of organization of each limited liability company, a manager of the company, if its management is vested in one or more managers, or a member of the company, if its management is reserved to the members, shall file an annual report each year with the secretary of state, signed in the name of the limited liability company by the manager, member, or agent stating the following:
(1) The municipal address, which shall not be a post office box only, of its registered office.
(2) The name and municipal address, which shall not be a post office box only, of each of its registered agents.
(3) The name and municipal address, which shall not be a post office box only, of each manager, if management of the limited liability company is vested in one or more managers, or each member, if management of the limited liability company is reserved to the members.
B. The secretary of state may prescribe and furnish forms to file the annual report.
C. The provisions of this Section shall apply to any domestic limited liability company organized on or after July 7, 1992.
Acts 2001, No. 1186, §2; Acts 2003, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.