reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:462. Interest in other corporations or associations

RS 12:462 - Interest in other corporations or associations
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any corporation or association, with or without capital stock, engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing or selling the products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association, against the commodities delivered by it, or to any other person, and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. If such warehouse is licensed, or licensed and bonded under the laws of this state, or of the United States, its warehouse receipt delivered to the association on commodities of the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
Renumbered from R.S.1950, §12:372 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:463. Contracts and agreements with other associations

RS 12:463 - Contracts and agreements with other associations
Any association, upon resolution adopted by its board of directors, may enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other similar corporation or association, formed in this or any other state, for the co-operative or more economical carrying on of its business, or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using, or may employ and use, separately the same personnel, methods, means and agencies for carrying on and conducting their respective businesses.
Renumbered from R.S.1950, §12:373 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:464. Existent associations may adopt the provisions of this Part

RS 12:464 - Existent associations may adopt the provisions of this Part
Any similar corporation or cooperative association organized under previously existing statutes, by a majority vote of its directors or members, may be brought under the provisions of this Part. It shall make out in duplicate a statement, signed and sworn to by a majority of its directors, to the effect that the corporation or cooperative association has, by a majority vote of its directors, decided to accept the benefits and be bound by the provisions of this Part. Articles of association shall be filed as required in R.S. 12:448 except that they shall be signed by a majority of the members of the board of directors. The filing fee shall be the same as for filing an amendment to articles of association.
Renumbered from R.S.1950, §12:374 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:465. How similar foreign associations may carry on business in Louisiana

RS 12:465 - How similar foreign associations may carry on business in Louisiana
Any similar cooperative marketing association, organized under appropriate laws of any other state, for the purposes and with the restrictions and limitations substantially the same as those set forth herein, may operate and do business in this state with all the rights, powers and privileges granted to any cooperative marketing association incorporated under this Part, upon compliance with Chapter 3.
Renumbered from R.S.1950, §12:375 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:466. Breach of marketing contract and knowingly spreading false reports concerning finances and management

RS 12:466 - Breach of marketing contract and knowingly spreading false reports concerning finances and management
Any person or any corporation whose officer or employee knowingly induces, or attempts to induce, any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports about the finances or management of said association, shall be guilty of a misdemeanor and shall be subject to a fine of no less than one hundred dollars, nor more than one thousand dollars, for each offense. Such person or corporation shall be liable to the association aggrieved, in a civil suit, in the penal sum of one thousand dollars for each such offense.
Renumbered from R.S.1950, §12:376 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:467. Not in restraint of trade

RS 12:467 - Not in restraint of trade
No association shall be deemed to be in violation of the anti-trust statutes of this state or a combination in restraint of trade or an illegal monopoly. No association shall be deemed attempting to lessen competition or to fix prices arbitrarily. Marketing contracts or agreements between the association and its members, or any agreement authorized by this Part, shall be considered legal and not in restraint of trade or in violation of the anti-trust statutes of this state.
Renumbered from R.S.1950, §12:377 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:469. Filing fees

RS 12:469 - Filing fees
A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:
(1) For filing and recording articles of association.
(2) For filing and recording amended articles of association.
(3) For filing and recording dissolution proceedings.
(4) For filing and recording merger proceedings.
B. Additional certified copies of documents and certificates will be furnished upon request or a certificate for a fee as provided in R.S. 49:222, which shall be paid in advance.
Renumbered from R.S.1950, §12:379 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 2008, No. 913, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:470. Application of Chapter 1

RS 12:470 - Application of Chapter 1
The provisions of Chapter 1 and all powers and rights thereunder, shall apply to any association organized under this Part, except where such provisions are in conflict with the express provisions of this Part.
Renumbered from R.S.1950, §12:380 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:471. Short title

RS 12:471 - Short title
This Part of this Chapter shall be known and may be referred to by the short title: "Cooperative Sea Food Marketing Law."
Renumbered from R.S.1950, §12:381 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:481. Application of Part

RS 12:481 - Application of Part
This Part applies to all churches, congregations, parishes, committees and other religious organizations governed by jurisdictions, archdioceses and dioceses of any Orthodox Patriarchate, Synod or national church of the Orthodox Church, recognized by the apostolic historic Orthodox Patriarchates of Constantinople, Antioch, and Yugoslavia and in general to all churches, congregations, parishes, committees and other religious organizations founded or established with the intent and for the purpose of adhering to and maintaining the apostolic and historic communion, doctrine, discipline, canon law, tradition, worship and unity of the Orthodox Church.
Acts 1954, No. 226, §1. Renumbered from R.S.1950, §12:391 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:482. Permission to incorporate

RS 12:482 - Permission to incorporate
An unincorporated church, congregation, parish or any other religious organization of such sect may apply to the appropriate hierarch, archbishop, bishop or administrator for permission to incorporate under this article. When such permission has been granted in writing, it shall be attached to the certificate of incorporation.
Acts 1954, No. 226, §2. Renumbered from R.S.1950, §12:392 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:483. Certificate of incorporation; form and contents

RS 12:483 - Certificate of incorporation; form and contents
The certificate of incorporation shall be in the form provided by law for all religious corporations and must in addition recite therein that the purpose and intent of the corporation is to maintain, propagate, practice and forever perpetuate religious worship, service, sacraments and teachings in full accordance and unity with the doctrine, ritual, canon law, faith, practice, discipline, traditions and usages of the Orthodox Church and for the carrying out of the said purpose and intent to maintain a religious organization which will be adherent and obedient to the Orthodox ecclesiastical jurisdiction and authority and which shall recognize and remain subject to the duly appointed and canonical Orthodox hierarch, archbishop, bishop or administrator appropriate for the Orthodox communicant members comprising the same.
Acts 1954, No. 226, §3. Renumbered from R.S.1950, §12:393 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:491. Real estate investment trusts authorized and defined

RS 12:491 - Real estate investment trusts authorized and defined
A. Real Estate Investment Trusts are hereby authorized as a recognized form of association for the conduct of business within this state.
B. A real estate investment trust is a trust created at law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, which has elected to qualify for taxation as a real estate investment trust under Part II, Subchapter M of the Internal Revenue Code of 1954, as amended.
Added by Acts 1962, No. 330, §1. Renumbered from R.S.1950, §12:395 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 136, §1; Acts 1977, No. 526, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:493. Name of Part

RS 12:493 - Name of Part
This Part shall be known and may be referred to by the short title: "Real Estate Investment Trust Law."
Added by Acts 1962, No. 330, §1. Renumbered from R.S.1950, §12:397 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.1. Short title; purpose

RS 12:499.1 - Short title; purpose
A. This Part shall be known as the "Cooperative Housing Corporation Law".
B. The purpose of this Part is to foster safe, decent, and affordable housing in the state by enabling individuals to form cooperative corporations for the purpose of developing, acquiring, owning, and/or operating multi-family and single family housing units on a cooperative plan.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.2. Application of chapter; amendment of articles of incorporation to comply with chapter

RS 12:499.2 - Application of chapter; amendment of articles of incorporation to comply with chapter
This Part applies to all cooperative housing corporations organized pursuant to this Part. Any corporation organized under Chapter 2 of this Title may become a cooperative housing corporation by adopting an amendment to its articles electing to become subject to this Part. The amendment shall be adopted and filed, and shall be effective, according to the Chapter under which the corporation was initially organized before its election to be subject to this Part.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.3. Definitions

RS 12:499.3 - Definitions
In this Part, the following words and phrases shall have the following meanings:
(1) "Board" means board of directors.
(2) "By-laws" means the by-laws of a cooperative housing corporation as they exist from time to time.
(3) "Cooperative housing corporation" means a corporation organized or existing under this Part.
(4) "Limited equity cooperative housing corporation" means a cooperative housing corporation organized and operated primarily for the benefit of low and moderate income persons, and whose equity, after allowance for maximum transfer value of its stock, is permanently dedicated to providing housing to persons of low or moderate income or to charitable purposes.
(5) "Member" means a person who holds voting stock of a cooperative housing corporation.
(6) "Proprietary lease" means an agreement between a cooperative housing corporation and its stockholder for the occupancy of a dwelling unit owned by the cooperative housing corporation.
(7) "Transfer value" means the value which may be paid or received upon the sale or transfer of the stock of a cooperative housing corporation.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.4. Application of laws; conflict of laws

RS 12:499.4 - Application of laws; conflict of laws
The provisions of Chapter 2 of this Title 12 shall be applicable to cooperative housing corporations, and they shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of other corporations except where inconsistent with this Part. This Part shall take precedence in the event of any conflict with the provisions of Chapter 2 of this Title.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.5. Articles of organization

RS 12:499.5 - Articles of organization
Three or more persons who are residents of this state, may organize a cooperative housing corporation by filing articles of organization with the secretary of state. The articles shall meet the requirements of Chapter 2 of this Title, and in addition, shall state the following:
(1) Whether transfer of corporation stock is restricted.
(2) Whether or not the corporation shall be authorized to pay dividends on its stock, but no cooperative housing corporation shall pay a dividend of more than six percent, noncumulative, upon its stock.
(3) Whether the transfer value of corporation stock is restricted.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.7. Power to make, amend, or repeal by-laws

RS 12:499.7 - Power to make, amend, or repeal by-laws
The power to make, amend, or repeal by-laws shall be reserved to the stockholders.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.8. Articles or by-laws

RS 12:499.8 - Articles or by-laws
The articles or by-laws may provide for any of the following:
(1) Election of directors and other officials by unit or district.
(2) Voting by stockholders on the basis of one vote per member or one vote per dwelling unit rather than one vote per share.
(3) That any action required or permitted to be taken at a meeting of stockholders may be taken by mail ballot.
(4) A method of membership representation of stockholders at meetings by delegates from units or districts, provided that delegates be proportional to the number of members in each unit or district.
(5) Redemption or recall of stock.
(6) Termination of membership rights and privileges of a stockholder.
(7) Standards for eligibility to become a stockholder.
(8) The allocation of net savings among the uses permitted in R.S. 12:499.9.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.9. Net savings; apportionment

RS 12:499.9 - Net savings; apportionment
A. At least once a year the board of every cooperative housing corporation shall, after first setting aside an adequate portion of the net savings in a reserve fund for the general operation of the business, apportion the remainder of the net savings in one or more of the following ways:
(1) As a dividend not to exceed six percent, noncumulative, upon one or more classes of stock.
(2) As an equitable distribution or refund to all patrons in proportion to their individual patronage except that:
(a) In the case of a subscriber patron, the distribution or refund may be credited to the subscriber's account until the subscription has been fully paid; and
(b) In the case of a nonmember patron, the amount otherwise distributable may be retained by the cooperative housing corporation.
B. This Section shall not prevent a cooperative housing corporation from disposing of the net savings by reducing the cost of goods, facilities, or services or by applying such net savings otherwise for the common benefit of members.
C. This Section shall not prevent a cooperative housing corporation from adopting a system by which the net savings are deferred for a fixed period of time, nor from adopting a system in which the net savings distributed are partly in cash and partly in stock.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.10. Termination of proprietary leases

RS 12:499.10 - Termination of proprietary leases
A cooperative housing corporation shall terminate all of its proprietary leases, only by agreement of proprietary lessees holding at least eighty percent of its stock or any larger percentage specified in the articles or by-laws.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.11. Loans

RS 12:499.11 - Loans
Any institution supervised either by the commissioner of financial institutions or the commissioner of insurance may make loans secured by pledge of a proprietary lease and the appurtenant stock of a cooperative housing corporation upon the same terms and with the same limitations as loans secured by mortgages on real property.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:499.13. Homestead exemption

RS 12:499.13 - Homestead exemption
Property owned by a cooperative housing corporation and subject to a proprietary lease shall be subject to the homestead exemption pursuant to Article VII, Section 20 of the Constitution of Louisiana.
Acts 1990, No. 857, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:501. Definitions

RS 12:501 - Definitions
For the purposes of this Chapter, the following terms shall have the following meanings unless the context clearly indicates otherwise:
(1) "Immovable property" includes, without limitation, mineral rights, predial servitudes, and predial leases.
(2) "Member" means a person who, under the rules or practices of an unincorporated association, may participate in the selection of persons authorized to manage the affairs of the unincorporated association or in the development of policy of the unincorporated association.
(3) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(4) "State" means the state of Louisiana.
(5) "Unincorporated association" means an unincorporated organization, other than one created by a trust, consisting of two or more members joined by mutual consent for a common, nonprofit purpose. However, co-ownership does not by itself establish an unincorporated association, even if the co-owners share use of the property for a nonprofit purpose.
Renumbered from R.S.1950, §12:401 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.
NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:502. Supplementary general principles of law

RS 12:502 - Supplementary general principles of law
Provisions of the Louisiana Revised Statutes of 1950, and other principles of law supplement this Chapter unless displaced by a particular provision of this Chapter.
Renumbered from R.S.1950, §12:402 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.
NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:503. Territorial application

RS 12:503 - Territorial application
Immovable and movable property in this state may be acquired, held, encumbered, and transferred by an unincorporated association, whether or not the unincorporated association or a member has any other relationship to this state.
Renumbered from R.S.1950, §12:403 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.
NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:504. Immovable and movable property; unincorporated association as legatee or beneficiary

RS 12:504 - Immovable and movable property; unincorporated association as legatee or beneficiary
A. An unincorporated association is a legal entity separate from its members for the purposes of acquiring, holding, encumbering, donating and otherwise transferring immovable and movable property.
B. An unincorporated association in its name may acquire, hold, mortgage, hypothecate, encumber, donate, or otherwise transfer its interest in immovable or movable property.
C. An unincorporated association may be a beneficiary of a trust and has the capacity to receive donations inter vivos and mortis causa.
Renumbered from R.S.1950, §12:404 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.
NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:505. Statement of authority as to immovable property

RS 12:505 - Statement of authority as to immovable property
A. An unincorporated association may execute and file a statement of authority to mortgage, hypothecate, encumber, donate, or otherwise transfer an interest in immovable property in the name of the unincorporated association.
B. An interest in immovable property held in the name of an unincorporated association may be mortgaged, hypothecated, encumbered, donated, or otherwise transferred by a person so authorized in a statement of authority filed in the conveyance records in the parish in which the immovable property is situated.
C. A statement of authority shall set forth all of the following:
(1) The name of the unincorporated association.
(2) The federal tax identification number, if any, of the unincorporated association.
(3) The address in this state, including the street address, if any, of the unincorporated association, or, if the unincorporated association does not have an address in this state, its address out of state.
(4) The fact that it is an unincorporated association.
(5) The name or title of a person authorized to transfer an interest in immovable property held in the name of the unincorporated association.
(6) That the transaction was duly authorized by a majority of the members or otherwise in accordance with the bylaws or other governing documents of the unincorporated association as duly adopted by a majority of the members.
D. A statement of authority shall be in the form of an authentic act and must be executed by a person who is not the person authorized to transfer the interest in immovable property.
E. A filing officer may collect a fee for filing a statement of authority in the amount authorized for filing a transfer of immovable property.
F. An amendment, including a cancellation, of a statement of authority shall meet the form requirements and be filed in the same manner as an original statement. Unless canceled earlier, a filed statement of authority or its most recent amendment is canceled by operation of law five years after the date of the most recent filing.
G. If the record title to immovable property is in the name of an unincorporated association and the statement of authority is filed in the conveyance records in the parish in which the immovable property is situated, the authority of the person named in a statement of authority to transfer is conclusive in favor of a person who gives value without notice that the person lacks authority.
Renumbered from R.S.1950, §12:405 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 907, §1; Acts 2008, No. 877, §1.
NOTE: Repealed by Acts 1985, No. 270, §1; however, superceded and reenacted by Acts 1985, No. 907, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:506. Liability in tort and contract

RS 12:506 - Liability in tort and contract
A. An unincorporated association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.
B. A person is not liable for a breach of an unincorporated association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the unincorporated association, is a person considered to be a member by the unincorporated association or made the contract or incurred the obligation on behalf of the unincorporated association, if the fact that the person was acting for the unincorporated association was disclosed to, known by or reasonably should have been known by the other party to the contract or to the party owed performance.
C. A person is not liable for a tortious act or omission for which an unincorporated association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the unincorporated association, or is a person considered to be a member by the unincorporated association.
D. A tortious act or omission of a member or other person for which an unincorporated association is liable is not imputed to a person merely because the person is a member of the unincorporated association, is authorized to participate in the management of the affairs of the unincorporated association, or is a person considered to be a member by the unincorporated association.
E. A member of, or a person considered to be a member by, an unincorporated association may assert a claim against the unincorporated association. An unincorporated association may assert a claim against a member or a person considered to be a member by the unincorporated association.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:507. Capacity to assert and defend; standing

RS 12:507 - Capacity to assert and defend; standing
A. An unincorporated association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.
B. An unincorporated association may assert a claim in its name on behalf of its members if one or more members of the unincorporated association have standing to assert a claim in their own right, the interests the unincorporated association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:508. Effect of judgment or order

RS 12:508 - Effect of judgment or order
A judgment or order against an unincorporated association is not by itself a judgment or order against a member or a person authorized to participate in the management of the affairs of the unincorporated association.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:509. Disposition of movable property of inactive unincorporated association

RS 12:509 - Disposition of movable property of inactive unincorporated association
If an unincorporated association has been inactive for three years, or for a longer or shorter period specified in a document of the association, a person in possession or control of movable property of the association may transfer custody of the property as follows:
(1) If a document of an unincorporated association specifies a person to whom transfer is to be made under these circumstances, to that person.
(2) If no person is so specified, to an unincorporated association or nonprofit corporation pursuing broadly similar purposes, or to a government or governmental subdivision, agency, or instrumentality.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:510. Appointment of agent to receive service of process

RS 12:510 - Appointment of agent to receive service of process
A. An unincorporated association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.
B. A statement appointing an agent shall set forth all of the following:
(1) The name of the unincorporated association.
(2) The federal tax identification number, if any, of the unincorporated association.
(3) The address in this state, including the street address, if any, of the unincorporated association, or, if the unincorporated association does not have an address in this state, its address out of state.
(4) The name of the person in this state authorized to receive service of process and the person's address, including the street address, in this state.
C. A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the unincorporated association. The statement shall also be signed and acknowledged by the person's appointed agent, who thereby accepts the appointment. The appointed agent may resign by filing a resignation in the office of the secretary of state and giving notice to the unincorporated association.
D. The secretary of state may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.
E. An amendment to or cancellation of a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:511. Claim not abated by change

RS 12:511 - Claim not abated by change
A claim for relief against an unincorporated association is not affected merely by a change in its members or persons authorized to manage the affairs of the unincorporated association.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:513. Involuntary proceedings for dissolution and appointment of liquidator

RS 12:513 - Involuntary proceedings for dissolution and appointment of liquidator
An involuntary proceeding for dissolution may be instituted against an unincorporated association by a member or by a creditor whose claim has been reduced to judgment, on which execution has been issued and returned "nulla bona".
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:514. Grounds for involuntary dissolution

RS 12:514 - Grounds for involuntary dissolution
A. An unincorporated association may be dissolved and its assets liquidated by a court-appointed liquidator when any of the following occurs:
(1) The association's property has been abandoned for a period of at least one year.
(2) By failure of the members for a period of at least one year to elect officers or directors, or the failure of the directors or officers for a period of at least one year to serve, so that there is no one authorized to take charge of or conduct its affairs.
(3) The objects of the association have wholly failed, or are entirely abandoned, or their accomplishment is impracticable.
(4) The officers or directors have been deadlocked for a period of at least one year in the management of the association's affairs, and the members are unable to break the deadlock.
B. The qualifications and duties of the liquidator shall be the same as those of a court-appointed liquidator of a nonprofit corporation, as set forth in R.S. 12:252.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:515. Continuation of purpose

RS 12:515 - Continuation of purpose
When any money or other property has been donated or contributed for certain purposes to an unincorporated association, the dissolution of the association originally administering the contributions or donations shall not cause them to fail or their purposes be defeated as long as there is in this state an unincorporated association or nonprofit corporation pursuing broadly similar purposes or a government or governmental subdivision, agency, or instrumentality capable of administering the funds or property for purposes germane to the purposes for which they were given.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:516. Disposition of assets

RS 12:516 - Disposition of assets
The net assets of the unincorporated nonprofit association shall be disposed of in the same manner as the net assets of a religious or charitable nonprofit corporation, as set forth in R.S. 12:249. Preference shall be accorded to state or local chapters, branches, or lodges of the same association, and then to associations or nonprofit corporations which were affiliated with the dissolved association, unless the articles or bylaws of the association expressly authorize some other disposition of its assets upon dissolution.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:519. Severability clause

RS 12:519 - Severability clause
If any provision of this Chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect any other provisions or applications of this Chapter which may be given effect without the invalid provision or application, and to this end the provisions of this Chapter are severable.
Acts 2008, No. 877, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:601. Person in whose name certificate stands regarded as legal owner

RS 12:601 - Person in whose name certificate stands regarded as legal owner
The person, firm, or corporation, in whose name a certificate representing shares of stock stands, or to whom a certificate is endorsed, whether in full or in blank, and who has possession of said certificate, shall be regarded as the legal owner. The legal owner has full power to pledge, sell or otherwise dispose of said stock. No person, corporation, firm or transfer agent shall be responsible to any one claiming any interest in, or ownership of, said shares, or any part thereof, by virtue of any undisclosed or latent legal or conventional title or interest therein.
Renumbered from R.S.1950, §12:501 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:602. Authority to transfer stock

RS 12:602 - Authority to transfer stock
The possession of a stock certificate, duly endorsed by or standing in the name of, a person, firm or corporation, shall be full and sufficient authority to any person, firm, or corporation, or to any transfer agent, to transfer the shares when instructed so to do. Such possession and endorsement shall be full protection to any person, firm, or corporation purchasing or lending money in good faith on the stock.
Renumbered from R.S.1950, §12:502 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:603. Transfer to heirs or legatees of deceased stockholder; proof required

RS 12:603 - Transfer to heirs or legatees of deceased stockholder; proof required
A. When a person dies owning shares in any corporation domiciled or maintaining a share register for the transfer of shares in the state, the corporation may transfer the stock upon its books to the executor, or to the heirs or legatees of the deceased, or their legal representatives.
B. The corporation may transfer to the executor or to the heirs or legatees, if sui juris, or to their tutors, curators, guardians or other legal representatives, if not sui juris, any and all dividends that have accrued thereon.
C. An order of any court of competent jurisdiction ordering the transfer of shares to an executor or the judgment of any court of competent jurisdiction recognizing and putting such heirs or legatees in possession accompanied, if such heirs or legatees be not sui juris, by the letters of their tutors, curators, guardians, or other legal representatives, issued by any court of competent jurisdiction, shall be full and sufficient authority for the making of said transfer. When so made the letters of courts of competent jurisdiction shall be full protection to any such corporation making the transfer.
D. Copies of orders of court ordering the transfer of shares to an executor and copies of judgments recognizing and putting such heirs or legatees in possession and of the letters of such tutors, curators, guardians or other legal representatives rendered or issued by any court of this state, duly certified, or by any court of any other state of the United States, duly certified, according to the acts of Congress, or by any court of the District of Columbia, duly certified according to law, or by any court of any possession or dependency of the United States, duly certified according to law, or by any court of any foreign country, duly certified according to law of such place with the genuineness of the certification attested by a consular agent of the United States, shall be, as to any such corporation, full and conclusive proof of the contents thereof and of the jurisdiction of the court rendering or issuing the same.
E. All corporations are authorized to make such transfers upon the signature of the heirs or legatees of such deceased persons, if sui juris, accompanied by a copy of the judgment recognizing and putting such heirs or legatees in possession, duly certified as hereinabove set forth, or upon the signature of the tutors, curators, guardians, or other legal representatives of the heirs or legatees, if not sui juris, accompanied by a copy of the judgment recognizing and putting such heirs and legatees in possession, duly certified as hereinabove set forth, and a copy of the letters of such tutors, curators, guardians or other legal representatives, duly certified as hereinabove set forth.
F. Repealed by Acts 2010, No. 175, §6.
Renumbered from R.S.1950, §12:503 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 2010, No. 175, §§6, 7.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:621. §§621 to 643 Repealed by Acts 1978, No. 165, §6, eff. Jan. 1, 1970

RS 12:621 - §§621 to 643 Repealed by Acts 1978, No. 165, §6, eff. Jan. 1, 1970
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:701. Borrowing money; issuance of bonds; security

RS 12:701 - Borrowing money; issuance of bonds; security
A. Any corporation, foreign or domestic, business or nonprofit, may borrow from time to time such sums of money as may be required for its corporate purposes or for the acquisition of property or franchises.
B. For these purposes, any corporation may issue bonds or other obligations secured by mortgage or pledge, or both, of the franchises and the property, movable or immovable, whether owned at the time of the mortgage or pledge, or acquired thereafter, together with future incomes, revenues, contributions and receipts of the corporations.
C. The bonds or other obligations may be payable on the terms and at the times and places as the corporation, through its board of directors, or other managing body may direct or designate.
D. The corporation may sell, pledge, or otherwise dispose of these bonds or other obligations on the terms which the corporation, through its board of directors or other managing body, may deem expedient.
E. This Section shall not be construed as conferring any powers which are specifically denied to corporations by any other provisions of law.
Amended by Acts 1950, No. 235, §1; Acts 1952, No. 473, §1; Acts 1954, No. 52, §1. Renumbered from R.S. 1950, §12:601 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:703. Rate of interest paid by corporations

RS 12:703 - Rate of interest paid by corporations
Notwithstanding any other provisions of the law of this state to the contrary, any debtor that is a domestic corporation, a foreign corporation, a partnership in commendam formed pursuant to the laws of this state, a foreign limited partnership, or a partnership all of the partners of which are either corporations, foreign limited partnerships, partnerships in commendam or partnerships comprised of corporations, foreign limited partnerships or partnerships in commendam, may agree to pay interest in excess of the maximum rate of conventional interest authorized by the laws of this state, whether in connection with unsecured or secured indebtedness and whether the secured indebtedness is secured, in whole or in part, directly or indirectly, by a real estate mortgage or chattel mortgage on property in this state or is otherwise secured, and as to any such agreement such debtor corporation or partnership shall be prohibited from asserting a claim or defense of usury or of the taking of interest in excess of the maximum rate of conventional interest, and any person, partnership or corporation whatsoever signing as co-maker, guarantor or endorser for such debtor corporation or partnership shall also be prohibited from asserting any such claim or defense. The term foreign limited partnership as used hereinabove shall mean any partnership domiciled in a state of the United States other than Louisiana or the District of Columbia which shall have been formed and is existing pursuant to the limited partnership law or Uniform Limited Partnership Law of any such state, and such partnership need not qualify as a partnership in commendam under the laws of this state.
Added by Acts 1965, No. 15, §1. Renumbered from R.S. 1950, §12:603 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1969, No. 31, §1; Acts 1970, No. 437, §1; Acts 1977, No. 210, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:801. Terms defined

RS 12:801 - Terms defined
A. As used in this Chapter:
(1) "Professional law corporation" means a corporation organized pursuant to this Chapter or the laws of any qualified state for the practice of law.
(2) "Qualified person" means:
(a) A natural person of full age who is authorized pursuant to the law in this state or any qualified state to render professional legal services.
(b) A general partnership in which all the partners are qualified persons as defined in Subparagraph (a) of this Paragraph.
(c) A professional law corporation in which all the shareholders are qualified persons as defined in Subparagraph (a) of this Paragraph.
(3) "Qualified state" means any state other than Louisiana, or territory of the United States or the District of Columbia, which allows qualified persons authorized to render professional legal services in Louisiana and not in such other state, to own shares in a professional law corporation under its laws.
B. All terms used 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 1964, No. 354, §1. Renumbered from R.S. 1950, §901 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:802. Professional corporations

RS 12:802 - Professional corporations
One or more qualified persons may form a corporation under Chapter 1 of this Title for the purpose of practicing law. 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 1964, No. 354, §1. Renumbered from R.S. 1950, §12:902 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:803. The corporate name

RS 12:803 - The corporate name
The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor law firm, may include "Limited" or "Ltd.", and shall end with one of the phrases (which may be in parentheses) "a Professional Law Corporation", "a Professional Corporation" or "a Law Corporation". The name need not contain "Incorporated" or "Inc."
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:903 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:804. Corporate authority

RS 12:804 - Corporate authority
A professional law corporation shall engage in no business other than the practice of law, but may hold property for investment or in connection with its legal practice. A professional law corporation may hold a title insurance agency license and serve as a title insurance agent in accordance with Title 22 of the Louisiana Revised Statutes of 1950.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:904 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1997, No. 610, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:805. Shares

RS 12:805 - Shares
A. There shall be only one class of shares of a professional law corporation, denominated common shares which shall be either with or without par value. Such shares may be, but are not required to be, designated as either voting or nonvoting shares, or any combination thereof. Shares not designated shall be considered voting shares. A professional law corporation shall not be treated as having more than one class of shares solely because there are differences in voting rights among the shares.
B.(1) Only a qualified person who holds shares shall be entitled to vote voting shares, and 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 legal services rendered by, or any other affairs of the corporation except as provided in R.S. 12:813(B).
(2) R.S. 12:78 shall not apply to professional law corporations.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:905 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 78, §1; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No. 225, §1.