reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1347. Effect of certificate of authority

RS 12:1347 - Effect of certificate of authority
A foreign limited liability company which receives a certificate of authority shall, until a certificate of revocation or a withdrawal shall have been issued as provided in this Chapter:
(1) Be authorized to transact business in this state, subject to such limitations as may be recited in the certificate of authority.
(2) Enjoy the same, but no greater, rights and privileges as a limited liability company organized under the laws of this state to transact the business that such foreign limited liability company is authorized to transact in this state.
(3) Except as otherwise provided in this Chapter, be subject to the same duties, restrictions, penalties, and liabilities as are imposed upon limited liability companies organized under the laws of this state.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1348. Amended certificate of authority

RS 12:1348 - Amended certificate of authority
A. A foreign limited liability company authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if thereafter it changes its name or proposes to transact business in this state other than that set forth in its prior application. The provisions in respect to the form and contents of such application, the manner of its execution and filing, and the issuance of an amended certificate of authority and the effect thereof shall be the same as in the case of an original application for a certificate of authority.
B. If a foreign limited liability company changes its name, it shall include, with its application for an amended certificate of authority, a certificate or a certified copy of the amendment in the case that the authorized official of the jurisdiction of organization does not provide such certificate evidencing such change issued by the authorized official of the jurisdiction of organization of such limited liability company.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1349. Certificate of correction by a foreign limited liability company

RS 12:1349 - Certificate of correction by a foreign limited liability company
A. Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the 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.
B. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.
C. A certificate of correction shall be executed in the name of the limited liability company by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company. The certificate of correction shall be acknowledged by the person who signed it or may be executed by authentic act.
D. The secretary of state may prescribe and furnish forms for filing the certificate of correction.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1350.1. Annual report

RS 12:1350.1 - Annual report
A. On or before the anniversary date of its qualification, each foreign limited liability company authorized to transact business in this state shall file an annual report each year with the secretary of state, signed by a member or manager, stating:
(1) The address of the registered office in the jurisdiction of organization and the address of its principal business office outside of this state.
(2) The address of the principal business establishment in this state, the address of the registered office in this state, and the name and address of its registered agent in this state.
B. The secretary of state may prescribe and furnish forms for filing the annual report.
C. The provisions of this Section shall apply to any foreign limited liability company qualified on or after July 7, 1992.
Acts 2001, No. 1186, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1352. Termination of withdrawal proceedings

RS 12:1352 - Termination of withdrawal proceedings
At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:1351, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office and shall acknowledge receipt of the request by returning the application for withdrawal forms to the limited liability company or its representative. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.
Acts 1992, No. 780, §2, eff. July 7, 1992; 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 › §12:1354. Transacting business without authority

RS 12:1354 - Transacting business without authority
A. No foreign limited liability company transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by and as provided in, this Chapter. The burden of proof shall rest upon the limited liability company to establish that it has been so authorized, and the only legal evidence thereof shall be the certificate of the secretary of state or a duly authenticated copy thereof.
B. The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not cause the members or managers of the foreign limited liability company to become liable for the obligations of the foreign limited liability company, shall not impair the validity of any contract or act of such limited liability company, and shall not prevent such limited liability company from defending any action, suit, or proceeding in any court of this state.
C. A foreign limited liability company that transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes that would have been imposed by law upon such limited liability company had it duly applied for and received a certificate of authority to transact business in this state, as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under this Section.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1355. Authority to investigate; penalty

RS 12:1355 - Authority to investigate; penalty
A. The secretary of state may investigate any foreign limited liability company transacting business in this state which does not have a certificate of authority to transact business in this state.
B. The secretary of state may impose a penalty of not more than one thousand dollars per violation against any foreign limited liability company transacting business in this state without a valid certificate of authority.
C. The secretary of state shall adopt a schedule of penalties to be imposed under the provisions of this Section in accordance with the provisions of the Administrative Procedure Act.
D. If a penalty imposed under the provisions of this Section is not timely paid by a foreign limited liability company, the attorney general shall institute proceedings against the foreign limited liability company to collect such penalty.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1357. Merger or consolidation

RS 12:1357 - Merger or consolidation
Any one or more domestic limited liability companies may merge or consolidate with or into a domestic limited liability company, partnership in commendam, partnership, or business or nonprofit corporation. Any one or more domestic limited liability companies, partnerships in commendam, partnerships, or business or nonprofit corporations may merge or consolidate with or into a domestic limited liability company.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1358. Agreement of merger or consolidation

RS 12:1358 - Agreement of merger or consolidation
A. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with R.S. 12:1359.
B. The agreement of merger or consolidation shall set forth the following:
(1) The name and state or country of organization of each limited liability company, corporation, partnership, or partnership in commendam which is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate.
(2) The terms and conditions of the proposed merger or consolidation.
(3) The manner and basis of converting the membership interests in each limited liability company, the shares of stock or other interests in each corporation, and the interests in each partnership in commendam or partnership which is a constituent entity in the merger or consolidation into membership interests, shares, interests, or other securities or obligations, as the case may be, of the surviving entity or the new entity, or of any other limited liability company, corporation, partnership, partnership in commendam, or other entity, or, in whole or in part, into cash or other property, including obligations or securities of any other person.
(4) In the case of a merger, such amendments to the articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the surviving entity, as are desired to be effected by the merger, or that no such changes are desired.
(5) In the case of a consolidation, all of the statements required to be set forth in articles of organization, articles of incorporation, or articles or agreement of partnership or partnership in commendam, as the case may be, of the new entity.
(6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1362. Merger or consolidation with foreign entity

RS 12:1362 - Merger or consolidation with foreign entity
A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more foreign limited liability companies, foreign corporations, foreign partnerships, or foreign limited partnerships may merge or consolidate with or into a domestic limited liability company, if:
(1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.
(2) The foreign constituent entity complies with R.S. 12:1360 if it is the surviving entity or the new entity.
(3) Each domestic limited liability company complies with the applicable provisions of R.S. 12:1358 and 1359 and, if it is the surviving entity or the new entity, with R.S. 12:1360.
B. If the surviving entity or new entity is to be governed by the laws of any state other than this state or of a foreign country, then upon the effectiveness of a merger or consolidation the surviving entity or new entity shall be subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.
C. The effect of such merger or consolidation shall be as provided in R.S. 12:1361, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in R.S. 12:1361, except insofar as the laws of such other jurisdiction provide otherwise.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1364. Filing, service, and copying fees

RS 12:1364 - Filing, service, and copying fees
A. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every domestic limited liability company:
(1) For filing and recording articles of organization, amended articles of organization, articles of dissolution, reinstatement proceedings, merger proceedings for domestic limited liability companies, and certificates of correction.
(2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter.
(3) For supplemental initial reports, certified copies with amendments, copies with amendments, agent resignation, appointment of registered agent, appointment of new agent, change of agent or address, or reservation of limited liability company name.
(4) For filing an annual report.
B. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every foreign limited liability company:
(1) For filing and recording certificates of authority, amended certificates, withdrawal proceedings, termination of withdrawal proceedings, reinstatement proceedings, certificates of correction, and merger proceedings for foreign corporations.
(2) For additional certified copies, additional certificates, and issuing and sealing any other certificate required or permitted by this Chapter.
(3) For certified copies with amendments, agent resignations, appointments of registered agents, changes of domicile, appointments of new agents, or changes of agent or address.
(4) For filing an annual report.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2; Acts 2002, 1st Ex. Sess., No. 79, §1, eff. April 18, 2002; Acts 2008, No. 913, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1365. Derivative actions

RS 12:1365 - Derivative actions
A limited liability company shall be treated as an unincorporated association under Chapter 5 of Title II of Book I of the Louisiana Code of Civil Procedure.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1366. Applicability of provisions to foreign and interstate commerce

RS 12:1366 - Applicability of provisions to foreign and interstate commerce
A. Whenever a conflict arises between the law of this state and the laws of any other state with regard to the liability of members of a limited liability company organized and existing under this Chapter for the debts, obligations, and liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, the laws of this state shall be deemed to govern in determining such liability.
B. It is the intention of the legislature by the enactment of this Chapter that the legal existence of limited liability companies formed under this Chapter be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the protection of full faith and credit under Article IV of the Constitution of the United States.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1367. Rules of construction

RS 12:1367 - Rules of construction
A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter.
B. It is the policy of this Chapter to give maximum effect to the principle of freedom of contract.
C. Neither this Chapter nor any amendment shall be construed so as to impair the obligations of any contract existing when this Chapter or any amendment goes into effect, nor to affect any action or proceedings begun or right accrued before this Chapter or any amendment takes effect.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1368. Taxation

RS 12:1368 - Taxation
A limited liability company created under this Chapter or entering the state pursuant to this Chapter shall pay such taxes as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign limited partnerships on an identical basis therewith. For state income and franchise tax purposes, a limited liability company shall be treated and taxed in the same manner that it is treated and taxed for federal income tax purposes.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2016 1ES, No. 12, §1, eff. March 10, 2016.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1400. Terms defined

RS 12:1400 - Terms defined
As used in this Chapter:
(1) "Professional social work corporation" means a corporation organized pursuant to this Chapter for the practice of social work.
(2) All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1401. Professional corporations

RS 12:1401 - Professional corporations
One or more natural persons, of full age and duly licensed to practice social work in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing social work. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1402. The corporate name

RS 12:1402 - The corporate name
The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor social work partnership, or it may consist of any other name approved by the secretary of state. The name shall end with one of the phrases, which may be in parentheses, "A Professional Social Work Corporation", "A Professional Corporation" or "A Social Work Corporation". The name may include "Limited" or "Ltd.". The name need not contain "Incorporated" or "Inc.".
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1404. Shares

RS 12:1404 - Shares
A. There shall be only one class of shares of a professional social work corporation, denominated common shares, which shall be either with or without par value.
B. Either a shareholder who is a natural person duly licensed to practice social work in this state, and who holds his shares in his own right, or another professional social work corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to social work services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1412.
C. R.S. 12:33 shall not apply to professional social work corporations.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1405. Certificate of stock

RS 12:1405 - Certificate of stock
A. Each certificate of stock shall contain the corporation's full name and the following statement: "Except when held in his own right by a natural person duly licensed to practice social work or another professional social work corporation in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of social work services by, the corporation, or to have access to any records or communications pertaining to social work services rendered by, or any other affairs of, the corporation."
B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders made pursuant to R.S. 12:1408.
C. There shall be no provision for compulsory offer of shares for purchase or by sale to the corporation, and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1406. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:1406 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional social work corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1407. Action of shareholders

RS 12:1407 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional social work corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in interest of the voting shareholders present or represented at a meeting duly called and held on due notice at which a quorum is present or represented.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1408. Shareholders' agreements

RS 12:1408 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional social work corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office which shall be open daily during business hours to the inspection of any shareholder or his attorney or legal representative.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1409. Directors

RS 12:1409 - Directors
Only voting shareholders, or voting shareholders of another professional social work corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1410. Officers and agents

RS 12:1410 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional social work corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice social work in this state may render social work services on behalf of a professional social work corporation.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1412. Dissolution

RS 12:1412 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional social work corporation.
B. In the event of the death of a shareholder of a professional social work corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder and to be elected a director and officer of the corporation for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Acts 1997, No. 1169, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1413. Regulation by the Louisiana State Board of Social Work Examiners

RS 12:1413 - Regulation by the Louisiana State Board of Social Work Examiners
Professional social work corporations shall be subject to the discipline of the Louisiana State Board of Social Work Examiners and to its authority to adopt rules and regulations governing the practice of social work.
Acts 1997, No. 1169, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1501. Applicability

RS 12:1501 - Applicability
The provisions of this Chapter shall be applicable to all business organizations defined in R.S. 12:1502(B).
Acts 2001, No. 1126, §1, eff. June 28, 2001; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1601. Conversion of domestic business entities

RS 12:1601 - Conversion of domestic business entities
One form of domestic business entity may convert to another form of domestic business entity as provided in the Business Corporation Act. This authorization of domestic entity conversions does not limit the other forms of transaction authorized by the Business Corporation Act.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1602. Definitions

RS 12:1602 - Definitions
Terms that are defined in the Business Corporation Act have the same meaning in this Chapter as in that Act. As used in this Chapter:
(1) "Allowed update rule" means a rule of a licensing body allowed by R.S.12:1604(B) or (C).
(2) "Business entity" means any of the following business organizations: business corporation, limited liability company, partnership, partnership in commendam, and registered limited liability partnership.
(3) "Converting entity" means a domestic business corporation or domestic unincorporated entity as it exists before the effective date of an entity conversion under the Business Corporation Act.
(4) "Domestic business entity" means a business entity that is incorporated, organized, or formed under the laws of this state.
(5) "License" means any license, permit, or certificate issued by any board, commission, or agency of the state or any of its political subdivisions.
(6) "Licensing body" means the board, commission, or agency of the state or any of its political subdivisions that issues a license.
(7) "Publicly traded entity" means a business entity that is the issuer of shares, ownership interests, or other securities that are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.
(8) "Surviving entity" means a domestic business corporation or domestic unincorporated entity as it exists immediately after the consummation of an entity conversion under the Business Corporation Act.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1603. Tax filing requirements

RS 12:1603 - Tax filing requirements
Short period tax returns shall be filed for the converting entity as required by Title 47 of the Revised Statutes if the surviving entity's tax classification is different from the converting entity's tax classification.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1604. Continuation and updating of professional or other license

RS 12:1604 - Continuation and updating of professional or other license
A. A converting entity that holds a license immediately before a nonprofit conversion or entity conversion continues to hold the license as a surviving entity unless the surviving entity fails to comply with an allowed update rule, or is not a form of business entity that may hold that kind of license. The continued holding of a license under this Subsection does not affect the expiration date or any of the terms or conditions of the license. The license continues to be held, and may be suspended, restricted, or revoked, as if the conversion had not occurred.
B. The rules of a licensing body may require a surviving entity to update its licensing information by delivering a copy of any of the following documents to the licensing body within ninety days after the effective date of the conversion, or by a later date set by those rules:
(1) The articles of entity conversion, acknowledged as filed by the secretary of state as provided in the Business Corporation Act.
(2) The license being updated.
(3) A bond or certificate of insurance in the name of the surviving entity for any coverage required for the issuance of the kind of license being updated.
(4) An amendment or amended version of any contract or other agreement required for the issuance of the kind of license being updated, naming the surviving entity as a party to the required contract or agreement.
C. The rules of a licensing body may require the surviving entity to pay a fee of up to twenty-five dollars to update the license.
D. An updated license shall be issued by the licensing body within thirty days of its receipt of the documents and fee required by its allowed update rules, but if a surviving entity has complied with the allowed update rules of the licensing body, a failure by the licensing body to issue an updated license does not affect the continued holding of the license as provided in Subsection A of this Section.
E. A license held by a converting entity terminates on the effective date of the conversion if the surviving entity in the conversion is a form of business entity that may not hold the license.
F. If a surviving entity fails to comply with an allowed update rule concerning a license, the license terminates at the end of the ninetieth day after the effective date of the conversion or, if a later date for compliance is set by the allowed update rule, at the end of the later date.
G. Except for publicly traded entities, the provisions of this Section shall not apply to a surviving entity seeking an updated license that has any change in ownership interests or has changed ownership by including an individual or entity that did not have an ownership interest in the surviving entity immediately prior to the conversion.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1605. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:1605 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1606. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:1606 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1607. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:1607 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2007, No. 63, §1; Acts 2012, No. 434, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1701. Filing Methods

RS 12:1701 - Filing Methods
A.(1) The secretary of state may accept any filing authorized by this Title by electronic, online, or facsimile transmission. All online filings authorized by this Title shall include an electronic signature.
(2) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(3) "Online" means through the secretary of state's commercial online computer system.
B. Filing by facsimile. The process of transmitting printed documents by electronic method to the secretary of state, is deemed to be properly signed when the document received by a facsimile machine or document image attachment in e-mail in the commercial division, office of the secretary of state, purports to be a copy of the original document, and contains the signatures required by this Section.
C.(1) Online filing. The secretary of state is authorized to implement and establish procedures and systems for secure online form filing for the filing of any instrument required under this Title.
(2) Any requirement that an instrument filed under this Title shall be subscribed or acknowledged before a notary public may be dispensed with if the instrument is filed and signed electronically as provided in Paragraph (A)(2) of this Section by a person authorized to sign the instrument.
D.(1) Notwithstanding the provisions of this Section, any filing authorized by this Title that the secretary of state has the capability to accept online shall be filed only online.
(2) Notwithstanding any contrary provision of this Title, until the secretary of state has the capability to accept filings online, any filing with the secretary of state pursuant to this Title which has the effect of changing the name of a designated or registered agent or changing the name of a principal officer of the corporation shall be accompanied by a resolution signed by each member of the corporation's board of directors in order for the change to be deemed validly filed.
(3) Notwithstanding the provisions of this Section, any filing filed by an individual from a parish with a population of one hundred thousand or less according to the latest federal decennial census may be filed by facsimile transmission or mail.
Acts 2012, No. 791, §1; Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 554, §2, eff. Jan. 1, 2018.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1702. Confidentiality of information

RS 12:1702 - Confidentiality of information
A. Any electronic mail address, internet protocol address number, or short message service number submitted to or captured by the secretary of state pursuant to the provisions of this Title shall be confidential and shall not be disclosed by the secretary of state or any employee or official of the Department of State.
B. Computer system or program information, including software, related menus, flow charts, network diagrams, user names, non-public uniform resource locators, database object names, computer names, device identifiers and materials, prompts, dialogues, operating and instruction manuals, programming materials or instructions, any other computer operating or support materials relating to the secretary of state's computer systems and equipment, and any information contained within the secretary of state's computer systems which if disclosed may impair the security of the secretary of state's information technology infrastructure shall be confidential and shall not be disclosed by the secretary of state or any employee or official of the Department of State.
C. The provisions of Subsection A of this Section shall not prohibit the disclosure of electronic mail addresses, internet protocol address numbers, or short message service numbers by the secretary of state or any employee or official of the Department of State to an agency, official, or employee of state government or of a political subdivision of the state in the course of the interaction of the agency, official, or employee with the Department of State. An agency, official, or employee that receives electronic mail addresses, internet protocol address numbers, or short message service numbers pursuant to this Subsection shall use the electronic mail addresses, internet protocol address numbers, or short message service numbers only for the governmental purposes for which the information was submitted or captured, shall not disclose the electronic mail addresses, internet protocol address numbers, or short message service numbers, and shall maintain the confidentiality of the electronic mail addresses, internet protocol address numbers, and short message service numbers.
Acts 2014, No. 162, §1; Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1703. Electronic notification of status changes

RS 12:1703 - Electronic notification of status changes
The secretary of state shall notify any person who subscribes to the secretary of state's electronic mail or short message notification service and who is an officer of a corporation, member or manager of a limited liability company, or partner in a partnership, or any agent thereof, when a filing has occurred that purports to remove that person's name from documents and records of that entity held by the secretary of state.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1704. Judicial review; removal of officers, members, managers, and partners

RS 12:1704 - Judicial review; removal of officers, members, managers, and partners
A. Should any officer, member, manager, or partner of any corporation, limited liability company, or partnership have his name removed from any document or record filed with the secretary of state in violation of state law or in contravention of any document of creation, organization, or management of such business entity, the aggrieved party may file suit against the party who caused the aggrieved party's name to be removed from such document or record.
B. Such suit shall be filed in the district court of the parish where the business entity is domiciled.
C. The secretary of state shall be made a party to the suit.
D. The court shall conduct a hearing within ten days after service of process of the suit on all parties.
E. Should the court find that the name of the aggrieved party was improperly or fraudulently removed from the documents and records of the secretary of state, the court shall order the secretary of state to restore the name of the aggrieved party in all appropriate documents and records of the secretary of state.
F. Nothing in this Section shall be construed to supersede or conflict with the provisions of R.S. 12:208.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1802. Application and effect of Chapter

RS 12:1802 - Application and effect of Chapter
A. This Chapter shall apply to all benefit corporations.
B. The existence of a provision of this Chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This Chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
C. Except as otherwise provided in this Chapter, the Business Corporation Law, R.S. 12:1 et seq., shall be generally applicable to all benefit corporations. The specific provisions of this Chapter shall control over the general provisions of the Business Corporation Law. A benefit corporation may be simultaneously subject to this Chapter and one or more other Chapters within this Title.
D. A provision of the articles or bylaws of a benefit corporation shall not relax, be inconsistent with, or supersede a provision of this Chapter.
Acts 2012, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1804. Election of status; corporate name

RS 12:1804 - Election of status; corporate name
A. A business corporation incorporated in accordance with R.S. 12:1-201 et seq., may elect to be a benefit corporation under this Chapter by stating in its articles that it is a benefit corporation subject to this Chapter.
B. Any amendment to the articles of an existing business corporation to add a statement that it is a benefit corporation subject to this Chapter shall be adopted by at least the minimum vote. The notice of the meeting of shareholders to approve the amendment shall state the specific public benefits, if any, to be included in the purposes of the benefit corporation and shall explain the anticipated impact on shareholders of becoming a benefit corporation.
C. If an entity that is not a benefit corporation is a party to a merger or consolidation, and the surviving or new entity in the merger or consolidation is to be a benefit corporation, then the plan of merger or consolidation shall be adopted by at least the minimum vote.
D. The corporate name of a benefit corporation shall end with the following phrase, which may be in parentheses, "A Benefit Corporation".
Acts 2012, No. 442, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1805. Termination of status

RS 12:1805 - Termination of status
A. A benefit corporation may terminate its status as such and cease to be subject to this Chapter by amending its articles to delete the provision required by R.S. 12:1804 to be stated in the articles of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum vote.
B. If a merger or consolidation of a benefit corporation would have the effect of terminating the status of a business corporation as a benefit corporation, in order to be effective, the plan of merger or consolidation shall be adopted by at least the minimum vote of the benefit corporation. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum vote.
Acts 2012, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1811. Corporate purposes

RS 12:1811 - Corporate purposes
A. A benefit corporation shall have a purpose of creating a general public benefit. This purpose is in addition to its purpose as described in R.S. 12:1-201 et seq.
B. The articles of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under R.S. 12:1-201 et seq. and Subsection A of this Section. The identification of a specific public benefit under this Subsection shall not limit the obligation of a benefit corporation under Subsection A of this Section.
C. The creation of a general public benefit and specific public benefit under Subsections A and B of this Section is in the best interests of the benefit corporation.
D. A benefit corporation may amend its articles to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment shall be adopted by at least the minimum vote.
E. A professional corporation that is a benefit corporation shall not be deemed in violation of R.S. 12:804, 904, 984, 1054, 1074, 1089, 1113, 1133, 1154, 1193, or 1403 by having the purpose to create general public benefit or a specific public benefit.
Acts 2012, No. 442, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.