reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:222. Bylaws

RS 12:222 - Bylaws
A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws.
B. The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.
C. Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles.
Acts 1968, No. 105, §1. Amended by Acts 1977, No. 139, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:223. Corporate records and reports

RS 12:223 - Corporate records and reports
A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order by classes and series and the number of shares held by each, and records of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus; and (2) separate records of all trust funds held by it. Whenever membership is terminated, this fact shall be recorded in the share or membership record together with the date on which the membership ceased, and transfers of shares shall similarly be recorded.
B. The records listed in subsection A of this section may be in written form or in any other form capable of being converted into written form within a reasonable time.
C. Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.
D. If the articles or the trust instrument so provide, every corporation shall, within ninety days after the close of each fiscal year, mail an annual report, signed by the treasurer, to its members concerning any trust funds held by it, and the use made of such funds and the income thereof during such fiscal year.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:225. Officers and agents

RS 12:225 - Officers and agents
A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents. Unless otherwise provided in the articles, none of said officers need be a director, and any two of these offices may be combined in one person; provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The treasurer may be a corporation.
(2) If the officers are listed in the articles or in an amendment thereto, a municipal address, which shall not be a post office box only, shall be indicated for each such officer.
B. Such other officers and agents as may be necessary for the business of the corporation may be appointed by the board of directors or in the manner provided in the by-laws.
C. Election or appointment of an officer shall not of itself create contract rights.
D. Officers and agents shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be prescribed in the by-laws or by the board.
E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed.
F. The articles may provide that only the members, or only a particular class or classes of directors, or only directors elected by the vote of a particular class or series of members, may elect certain or all of the officers, in which event officers so elected may be removed without cause only by the members or directors empowered to elect their successors.
G. Except as otherwise provided in the articles or by-laws, or by resolution of the board of directors, the president or vice-president of any corporation shall have power in the name and behalf of the corporation to authorize the institution, prosecution or defense of any suit and other legal proceedings, and no exception of want of authority shall lie on the part of any other party. Such persons shall have authority in the corporation's name and behalf to direct the issuance of conservatory writs and to bond property in custodia legis, to execute bonds in connection with any legal proceedings, and to make any affidavit required by law or the rules of the court. Such acts shall have the same force and effect as the act of the corporation itself, and be binding upon it.
Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:226. Relation of directors and officers to corporation and members; liability of officers and directors

RS 12:226 - Relation of directors and officers to corporation and members; liability of officers and directors
A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members, and shall discharge the duties of their respective positions in good faith, and with that diligence, care, judgment and skill which ordinarily prudent men would exercise under similar circumstances in like positions.
B. Any officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consent to the issuance of shares in violation of the provisions of this Chapter, shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.
C. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consented thereto, or voted in favor thereof, shall be liable jointly and severally to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.
D. If any unlawful distribution, payment or return of assets be made to the members, or if the corporation purchase or redeem any of its own shares in violation of this Chapter, the directors who knowingly, or without the exercise of reasonable care and inquiry, voted in favor thereof shall be liable jointly and severally to the corporation, or to creditors of the corporation, or to both, in an amount equal to the amount of the unlawful distribution. An action to enforce such liability must be brought within two years from the date on which the distribution was made, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.
E. A director acting in reliance, in good faith, on a report made to the board of directors, or to any committee thereof, by an official of the corporation or by an appraiser selected by the board or by any committee thereof with reasonable care, or on financial statements or other records of the corporation represented as accurate by the president or other officer in charge of the corporation's books of account or of such records, or stated in a written report by independent or certified public accountants fairly to reflect the corporation's financial condition, shall not be held liable under the provisions of this section.
F. Nothing contained in this section shall derogate from any indemnity authorized by R.S. 12:227.
G. A director shall not be liable for the commission of a prohibited act if he was absent from the meeting of directors at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:228. Interested directors; quorum

RS 12:228 - Interested directors; quorum
A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other nonprofit, business or foreign corporation, partnership, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the common or interested director or officer was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if:
(1) The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or
(2) The material facts as to his interest and as to the contract or transaction were disclosed or known to the members entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the members; or
(3) The contract or transaction was fair as to the corporation as of the time it was authorized, approved or ratified by the board of directors, committee, or members.
B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:229. Meetings of members

RS 12:229 - Meetings of members
A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in this state at the registered office of the corporation.
B. The articles or by-laws may provide for the number and time of meetings of members, but at least one meeting of the members shall be held in each calendar year for the election of directors, the time for which shall be fixed in the articles or by-laws. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. If the annual meeting has not been called and held within six months after the designated time, the meeting may be called by any ten members, or by any member or members holding five per cent or more of the voting power.
C. Special meetings of the members may be called at any time by the president, the board of directors or any person so authorized in the articles or by-laws. At any time, upon written request of any person entitled to call a special meeting, the secretary shall call a special meeting of the members to be held at the time which the secretary fixes, not less than ten or more than sixty days after the receipt of the request. If the secretary neglects or refuses to issue the call, the person making the request may do so.
D. At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the number and class of shares held by each shareholder, and the class of membership held by each other member, on the record date for the meeting, shall be produced on the request of any member. This list shall be prima facie evidence of its contents, and of the right of the members listed therein to vote.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:230. Notice of meetings of members

RS 12:230 - Notice of meetings of members
A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law; and any action or meeting taken or held without notice to any such member shall have the same force and effect as if notice had been given to him as otherwise required.
B. Adjournments of any annual or special meeting of members may be taken without new notice being given, unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors have been elected.
C. In the event there occurs the accidental destruction or accidental loss of corporate records, or other similar exigency, if the corporation is unable to give notice of a meeting to its members at their last known addresses, notice shall be given by advertisement at least thirty days prior to the meeting and again twice within thirty days of the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there exists such a paper, or published for four consecutive weeks prior to the meeting in a weekly paper published in the parish in which the corporation is domiciled. In the absence of a daily or weekly paper, notice shall be given by the posting of the notice in the principal meeting place of the corporation, or at the parish courthouse door in the absence of such a meeting place.
Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:231. Quorum of members

RS 12:231 - Quorum of members
A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply:
(1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum.
(2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote.
(3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary.
Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:233. Unanimous consent

RS 12:233 - Unanimous consent
A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members.
B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:234. Fixing record date

RS 12:234 - Fixing record date
A. For the purpose of determining members entitled to notice of, and to vote at, a meeting, or in order to make a determination of members for any other proper purpose, the board of directors may fix in advance a record date for determination of members for such purpose, such date to be not more than sixty days (or such shorter period as the by-laws may prescribe) and, if fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, not less than ten days, prior to the date on which the action requiring the determination of members is to be taken.
B. Except as otherwise provided by the board, if no record date is fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, the close of business on the day before the notice of the meeting is mailed (or, if notice is waived, on the day before the meeting) shall be the record date for such purpose.
C. A determination of members entitled to notice of, and to vote at, a meeting shall apply to any adjournment thereof, unless otherwise ordered by the board of directors.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:237.1. Amendment of articles; special provision

RS 12:237.1 - Amendment of articles; special provision
A. Notwithstanding any provision in this section or in the articles of incorporation to the contrary (except as provided in Subsection B), the articles of incorporation of each corporation that is a private foundation described in section 509 of the Internal Revenue Code of 19541 shall be deemed to contain the following provisions: The corporation shall make distributions at such time and in such manner as not to subject it to tax under section 4942 of the Code;2 the corporation shall not engage in any act of self-dealing that would subject it to tax under section 4941 of the Code;3 the corporation shall not retain any excess business holdings that would subject it to tax under section 4943 of the Code;4 the corporation shall not make any investments that would subject it to tax under section 4944 of the Code;5 and the corporation shall not make any taxable expenditures that would subject it to tax under section 4945 of the Code.6 With respect to any such corporation organized prior to January 1, 1970, this Subsection (A) shall apply only for its taxable years beginning on or after January 1, 1972.
B. The articles of incorporation of any corporation described in Subsection (A) may be amended to expressly exclude the application of Subsection (A), and in the event of such amendment, Subsection (A) shall not apply to such corporation.
C. All references in this Section to the "Code" are to the Internal Revenue Code of 1954, and all references in this Section to specific sections of the Code include corresponding provisions of any subsequent Federal tax laws.
Added by Acts 1971, No. 154, §2.
126 U.S.C.A. (I.R.C.1954) §509.
226 U.S.C.A. (I.R.C.1954) §4942.
326 U.S.C.A. (I.R.C.1954) §4941.
426 U.S.C.A. (I.R.C.1954) §4943.
526 U.S.C.A. (I.R.C.1954) §4944.
626 U.S.C.A. (I.R.C.1954) §4945.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:238. Articles of amendment; contents; filing

RS 12:238 - Articles of amendment; contents; filing
A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members of each class or series, and containing such recitals as may be required by R.S. 12:240, shall be executed in the corporation's name by an officer of the corporation. The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act.
B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state 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. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution.
C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:239. Special amendment provisions

RS 12:239 - Special amendment provisions
A. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to effect such increase.
B. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.
C. A merger agreement which complies with the provisions of R.S. 12:243(1) may prescribe changes to be effected by the merger in the articles of the surviving business corporation.
D. In case of an amendment pursuant to Subsection A or B of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:238 and 240, but omission to file such articles of amendment shall not derogate from the effectiveness of the amendment.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:239.1. Certificate of correction

RS 12:239.1 - Certificate of correction
A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction which shall be executed, acknowledged, filed, and recorded in accordance with this Section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The secretary of state may prescribe and furnish forms for filing the certificate of correction.
B.(1) The certificate of correction shall be executed in the name of the corporation by an officer of the corporation.
(2) When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.
(3) The certificate of correction shall be acknowledged by the officer who signed it or may be in the form of an authentic act.
C.(1) The certificate of correction shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.
(2) The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date.
D. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
E. All certificates of correction filed prior to the effective date of this Section are hereby validated.
Acts 1984, No. 424, §1, eff. July 6, 1984; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:240. Reclassification of stock

RS 12:240 - Reclassification of stock
A. In case of a reclassification of stock, the articles of amendment shall state:
(1) The number of shares that have a par value and the par value thereof, and the number of shares that have no par value;
(2) If the shares are divided into classes, a description of the classes, a statement of the number of shares in each class, the designation of each class, and a statement of the preferences, limitations and relative rights of the shares of each class; and
(3) If shares are divided into series, the designation of each series and a statement of the variations in the relative rights and preferences.
B. Following a reclassification of stock, the aggregate allocated value of the issued shares shall not exceed stated capital.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:241. Restatement of articles

RS 12:241 - Restatement of articles
A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments adopted by a method prescribed in R.S. 12:237 or 239; and shall recite:
(1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement, without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes.
(2) That each amendment has been effected in conformity with law.
(3) The date of incorporation and the date of the restatement.
(4) Such other information as may be required by R.S. 12:237, 239 and 240, if the restatement contains any new amendment.
B. The secretary of state may prescribe and furnish forms for filing the restated articles.
C. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in R.S. 12:238, and shall be effective, when recorded by the secretary of state, as of the date and, if endorsed on the restated articles, the hour of filing with him.
D. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.
Acts 1968, No. 105, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:242. Authorization for mergers and consolidations

RS 12:242 - Authorization for mergers and consolidations
A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization thereto by the laws under which the foreign corporation or corporations were formed) be:
(1) Merged into one of the nonprofit, business or foreign corporations, or
(2) Consolidated into a new corporation to be formed under this Chapter, under Chapter 1 of this Title, or under the laws under which one of the foreign corporations was formed.
B. For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.
C. A corporation which is not permitted to distribute its net assets to its members upon dissolution may be merged with or consolidated into only another such corporation.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:244. Consolidation; articles of incorporation

RS 12:244 - Consolidation; articles of incorporation
A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:203, except that:
(1) The nonprofit, business and foreign corporations consolidating shall be named as the incorporators of the new corporation;
(2) The articles shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;
(3) The articles shall also state the manner of converting the shares or memberships of each of the consolidating nonprofit, business and foreign corporations into shares, memberships or obligations of the new corporation.
B. The articles shall be filed and recorded, and a certificate of incorporation issued, as provided in R.S. 12:205.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:245. When merger or consolidation effective

RS 12:245 - When merger or consolidation effective
A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.
B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution

RS 12:249 - Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court.
B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution.
C. A proceeding for dissolution takes effect:
(1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or
(2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court.
D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:250.1. Dissolution by affidavit

RS 12:250.1 - Dissolution by affidavit
A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.
(2) The secretary of state may prescribe and furnish forms for the affidavit.
B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation.
C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.
Acts 1984, No. 391, §1, eff. July 6, 1984; Acts 1989, No. 142, §1; Acts 1995, No. 465, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:252. Qualifications of liquidator; filling vacancies in the office of liquidator

RS 12:252 - Qualifications of liquidator; filling vacancies in the office of liquidator
A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other business associate of any judge, or of the spouse of any judge, of the court, or (2) a person who is, or within twelve months next preceding such appointment has been, with regard to the court, a district attorney, assistant district attorney, clerk of court, deputy clerk of court, sheriff, deputy sheriff, bailiff, crier, minute clerk, reporter, stenographer or other court attache or other employee.
B. Unless otherwise provided by the members or incorporators, a vacancy occurring by death, resignation or otherwise in the office of liquidator, when the proceeding is not subject to the supervision of the court, may be filled by the members or incorporators. At any meeting of members called for this purpose, those present or represented by proxy thereat shall constitute a quorum. In case of a proceeding under the supervision of the court, the vacancy shall be filled by the court.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:254. Dissolution proceedings under judicial supervision; procedure; powers of liquidator

RS 12:254 - Dissolution proceedings under judicial supervision; procedure; powers of liquidator
A. Dissolution under supervision by the court is a summary proceeding.
B. Each judicial liquidator confirmed or appointed as provided in R.S. 12:250(E), 250(F) or 251(E), after giving such bond as the court may require for the faithful performance of his duties, shall proceed with the liquidation of the affairs of the corporation under the supervision of the court.
C. A judicial liquidator in dissolution proceedings shall have full authority to retain counsel and auditors, and to prosecute and defend actions; shall have authority to compromise, compound and settle claims by or against the corporation upon such terms as he deems best, subject to supervision by the court; and shall have such other powers as the court may in its discretion grant, which, without limiting the scope of the court's discretion, may include any or all powers enumerated in R.S. 12:253(C). A judicial liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.
D. The court may enter such injunctive and other orders, ex parte or on such notice as the court may prescribe, as it may deem appropriate, except that the court shall not order or permit the making of an inventory of the corporation's assets by a notary public.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:256. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

RS 12:256 - Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
A. When a corporation has been liquidated completely:
(1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be dissolved.
(2) If the proceeding is out of court, the liquidator shall sign and acknowledge a certificate stating that the corporation has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for the certificate.
(3) If the corporation is not permitted to distribute its net assets to its members, the certificate or order shall state the disposition of any net assets. The certificate or order shall be in accordance with the provisions of the resolution or written consent of dissolution, if the dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the certificate or order shall comply with the order of court.
B. The order or the certificate of the liquidator shall be filed with the secretary of state, who, after all fees, charges, taxes, unemployment compensation contributions, penalties and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law, shall record the same in his office and shall issue a certificate of dissolution of the corporation effective as of the date, which shall be stated therein, of filing of the order or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages in the parish in which the corporation had its last registered office.
C. Upon issuance of the certificate of dissolution, the corporate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the corporation.
D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall be distributed accordingly.
E. Following cessation of the corporate existence, the liquidator shall still have power to take all action required to preserve the interests of the corporation, its creditors and members; and the court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a new liquidator for any proper purpose in case of the death, disability or unwillingness to serve of the last previous liquidator.
Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:257. Termination of proceedings for dissolution

RS 12:257 - Termination of proceedings for dissolution
A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.
B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.
(2) The secretary of state may prescribe and furnish forms for the certificate.
(3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.
C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.
D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.
Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:259. Receivership procedure; powers of receiver

RS 12:259 - Receivership procedure; powers of receiver
A. The provisions of R.S. 12:254 shall,
mutatis mutandis
, govern procedure in proceedings under R.S. 12:258 and this Section.
B. The receiver shall have the powers of a judicial liquidator set forth in R.S. 12:254(C). The court may authorize the receiver to borrow or obtain money, for the purpose of carrying on the activities of the corporation, on interest-bearing certificates of indebtedness to be taxed as costs of court. The holders of such certificates shall have a privilege on all movable and immovable property and all income of the corporation to secure the payment thereof, and shall be paid by preference and priority over all other indebtedness except indebtedness secured by mortgages on immovable property and vendor's privileges antedating issuance of such certificates.
C. The receiver shall file with the court, quarterly, or oftener if required by the court, an accurate statement showing the condition of the corporation's affairs, and shall file, within ninety days after the close of the corporation's fiscal year, a balance sheet as of the last day of, and a combined statement of income and earned surplus for, such year. The annual financial statements shall be audited by an independent certified public accountant if required by the court.
Acts 1968, No. 105, §1.