reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:989. Shareholders' agreements

RS 12:989 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional dental corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made or who thereafter become shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open daily during business hours to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1970, No. 127, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:989.1. Membership ownership agreements

RS 12:989.1 - Membership ownership agreements
A. Any lawful provision regulating the affairs of a dental limited liability company or the rights and liabilities of the holders of a membership interest in the company, which is not required to be set forth in the articles of organization and/or operating agreement of a dental limited liability company, may be set forth in an agreement among all of the owners of a membership interest, and such agreement shall be binding on the dental limited liability company and all persons who are at the time such agreement is made or who thereafter become owners of a membership interest in a dental limited liability company. Such agreement may be terminated at any time by a majority of the dental limited liability company membership owners.
B. A duplicate copy of the agreement shall be filed in the company's registered office and shall be open daily during business hours to the inspection of any member or his attorney or legal representative.
Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:990. Directors

RS 12:990 - Directors
Only voting shareholders, or voting shareholders of another professional dental corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:991. Officers and agents

RS 12:991 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional dental corporation, may be officers. If there is only one voting shareholder, all offices 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 dentistry in this state may render dental services in behalf of a professional dental corporation.
C. Only a voting membership interest owner may be a dental limited liability manager.
Added by Acts 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1; Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:992. Merger and consolidation

RS 12:992 - Merger and consolidation
Professional dental corporations and limited liability companies may be merged into or consolidated only with other professional dental corporations and dental limited liability companies.
Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:993. Dissolution

RS 12:993 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional dental corporation.
B. In the event of the death of a shareholder of a professional dental 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 purposes of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
C. The fact that there are no persons qualified as membership interest owners shall be an additional ground for the involuntary dissolution of a limited liability company.
D. In the event of the death of a membership interest owner of a dental limited liability company, said membership interest owner's succession representative or those placed in possession of said membership interest owner if there is no administration of the succession, as the case may be, shall be entitled to vote the membership interest of said membership owner and to be elected as manager of the dental limited liability company for the sole purpose of effectuating a voluntary dissolution and liquidation of the dental limited liability company, in or out of court, pursuant to the Louisiana Business Limited Liability Company Law.
Added by Acts 1970, No. 127, §1. Amended by Acts 1972, No. 81, §1; Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:994. Regulation by Louisiana State Board of Dentistry

RS 12:994 - Regulation by Louisiana State Board of Dentistry
Professional dental corporations and dental limited liability companies shall be subject to the discipline of the Louisiana State Board of Dentistry and to its authority to adopt rules and regulations governing the practice of dentistry.
Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1011. Terms defined

RS 12:1011 - Terms defined
As used in this Chapter:
A. "Professional accounting corporation" means a corporation organized pursuant to this Chapter and meeting the requirements to obtain a permit as a certified professional accounting firm as provided for by the Louisiana Accountancy Act, R.S. 37:71 et seq.
B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter as when used in Chapter 1.
C. All terms used both in this Chapter and in the Louisiana Accountancy Act shall have the same meaning when used in this Chapter as when used in the Louisiana Accountancy Act.
Added by Acts 1970, No. 191, §1. Amended by Acts 1979, No. 510, §2; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1012. Professional corporations

RS 12:1012 - Professional corporations
One or more natural persons of full age may form a corporation under Chapter 1 of this Title as a professional accounting corporation subject to the ownership requirements contained in the Louisiana Accountancy Act. 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 and the provisions of the Louisiana Accountancy Act.
Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1013. The corporate name

RS 12:1013 - The corporate name
The corporate name shall consist of the full or last name or the names of one or more voting shareholders, former voting shareholders, or members of a predecessor accounting firm, may include "limited" or "Ltd.", and shall end with one of the phrases which may be in parenthesis "A Professional Accounting Corporation", "A Professional Corporation", or "A Corporation of Certified Public Accountants". The name need not contain "Incorporated" or "Inc.".
Added by Acts 1970, No. 191, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1014. Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.

RS 12:1014 - Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1015. Shares

RS 12:1015 - Shares
A. There shall be only one class of shares of a professional accounting corporation, denominated common shares which shall be either with or without par value.
B. The ownership of shares in a professional accounting corporation shall be subject to the provisions of the Louisiana Accountancy Act.
C. Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
D. R.S. 12:78 shall not apply to professional accounting corporations.
Added by Acts 1970, No. 191, §1. Amended by Acts 1972, No. 82, §1; Acts 2000, 1st Ex. Sess., No. 30, §§1, 2, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1016. Certificate of stock

RS 12:1016 - Certificate of stock
A. Each certificate of stock shall contain the corporation's full name.
B. Each certificate of stock shall contain reference to any and all agreements among the corporation's voting shareholders made pursuant to R.S. 12:1019.
C. There shall be no provision for compulsory offer of shares for purchases by or sale to the corporation, and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1017. Liability of incorporators, subscribers, shareholders, directors, officers, and agents

RS 12:1017 - Liability of incorporators, subscribers, shareholders, directors, officers, and agents
A. A subscriber to, or holder of, shares of a professional accounting 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 the said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. The 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 persons, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1970, No. 191, §1; Acts 1987, No. 135, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1018. Actions of shareholders

RS 12:1018 - Actions of shareholders
Any action by, or requiring the assent of, the shareholders of a professional corporation may be taken on the affirmative vote of a majority in interest or such greater proportion as the articles of incorporation may specify of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1970, No. 191, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1019. Shareholders agreements

RS 12:1019 - Shareholders agreements
A. Any lawful provision regulating the affairs of a professional accounting corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the article of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding upon the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1970, No. 191, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1020. Directors

RS 12:1020 - Directors
Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1970, No. 191, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1021. Officers and agents

RS 12:1021 - Officers and agents
A. Only voting shareholders may be officers. If there is only one voting shareholder, all offices 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. Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
Added by Acts 1970, No. 191, §1. Amended by Acts 1979, No. 510, §3; Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1022. Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.

RS 12:1022 - Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1023. Dissolution

RS 12:1023 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional accounting corporation.
B. In the event of the death of a shareholder of a professional accounting corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1970, No. 191, §1. Amended by Acts 1972, No. 83, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1024. Regulation by state board of certified public accountants of Louisiana

RS 12:1024 - Regulation by state board of certified public accountants of Louisiana
Professional accounting corporations shall be subject to the discipline of the State Board of Certified Public Accountants of Louisiana and its authority to adopt rules and regulations governing the practice of accounting, pursuant to the Louisiana Accountancy Act.
Added by Acts 1970, No. 191, §1; Acts 2000, 1st Ex. Sess., No. 30, §1, eff. April 14, 2000.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1042. Franchise agreements; provisions for dispute resolution

RS 12:1042 - Franchise agreements; provisions for dispute resolution
Unless provisions of a business franchise agreement provide otherwise, when the business to be conducted pursuant to the agreement and the business location of the franchisee are exclusively in this state, disputes arising under a business franchise agreement shall be resolved in a forum inside this state and interpretation of the provisions of the agreement shall be governed by the laws of this state.
Acts 1991, No. 855, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1051. Terms defined

RS 12:1051 - Terms defined
As used in this Chapter:
A. "Professional chiropractic corporation" means a corporation organized pursuant to this Chapter for the practice of chiropractic.
B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1052. Professional corporations

RS 12:1052 - Professional corporations
One or more natural persons, of full age and duly licensed to practice chiropractic in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing chiropractic. 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 provision of this Chapter.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1053. The corporate name

RS 12:1053 - The corporate name
The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor chiropractic partnership, may include "Limited" or "Ltd.", shall end with one of the phrases (which may be in parentheses) "A Professional Chiropractic Corporation", or "A Professional Corporation."
The name need not contain "Incorporated" or "Inc."
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1055. Shares

RS 12:1055 - Shares
A. There shall be only one class of shares of a professional chiropractic corporation, denominated common shares which shall be either with or without par value.
B. A shareholder who is a natural person duly licensed to practice chiropractic in this state, and who holds his shares in his own right, shall be entitled to vote his shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose directly related to the practice of chiropractic by the corporation.
R.S. 12:78 shall not apply to professional chiropractic corporations.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1056. Certificate of stock

RS 12:1056 - 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 chiropractic in the state of Louisiana, the shares represented by this certificate are not entitled to be voted on matters directly related to the practice of chiropractic and the holder is not entitled to participate in the rendition of chiropractic services by 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. 12:1059.
C. There shall be no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1057. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:1057 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional chiropractic corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1058. Action of shareholders

RS 12:1058 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional chiropractic corporation may be taken on the affirmative vote of a majority (or such proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1059. Shareholders' agreements

RS 12:1059 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional chiropractic corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1061. Officers and agents

RS 12:1061 - Officers and agents
A. Only shareholders may be officers. If there is only one shareholder, all offices may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a shareholder.
B. Only natural persons duly licensed to practice chiropractic in this state or persons possessing temporary licenses may render chiropractic services in behalf of a professional chiropractic corporation.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1063. Dissolution

RS 12:1063 - Dissolution
A. The fact that it has no shareholders shall be a ground for involuntary dissolution of a professional chiropractic corporation.
B. In the event of the death of a shareholder of a professional chiropractic corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1064. Regulation by Louisiana State Board of Chiropractic Examiners

RS 12:1064 - Regulation by Louisiana State Board of Chiropractic Examiners
Professional chiropractic corporations shall be subject to the discipline of the Louisiana State Board of Chiropractic Examiners and to its authority to adopt rules and regulations governing the practice of chiropractic.
Added by Acts 1976, No. 686, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1071. Terms defined

RS 12:1071 - Terms defined
As used in this Chapter:
A. "Professional nursing corporation" means a corporation organized pursuant to this Chapter for the practice of nursing.
B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1072. Professional corporations

RS 12:1072 - Professional corporations
One or more natural persons, of full age and duly licensed to practice nursing in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing nursing. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1073. The corporate name

RS 12:1073 - The corporate name
The corporate name shall consist of the full or last names of one or more voting shareholders, former voting shareholders or members of a predecessor nursing or anesthetists' partnership; may include "Limited" or "Ltd."; and shall end with one of the phrases, which may be in parentheses, "A Professional Nursing Corporation," or "A Professional Corporation."
The name need not contain "Incorporated" or "Inc."
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1075. Shares

RS 12:1075 - Shares
A. There shall be only one class of shares of professional nursing corporations, denominated common shares which shall be either with or without par value.
B. A shareholder who is a natural person duly licensed to practice nursing in this state, and who holds his shares in his own right, shall be entitled to vote his 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 nursing services rendered by or any other affairs of, the corporation, except as provided in R.S. 12:1083(B).
C. R.S. 12:33 shall not apply to professional nursing corporations.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1076. Certificate of stock

RS 12:1076 - 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 nursing 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 the rendition of nursing services by the corporation, or to have access to any records or communications pertaining to nursing 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. 12:1079.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless in either event such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1077. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:1077 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional nursing corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1078. Action of shareholders

RS 12:1078 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional nursing corporation may be taken on the affirmative vote of a majority, or such proportion as the articles of incorporation may specify, in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1079. Shareholders' agreements

RS 12:1079 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional nursing corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1080. Directors

RS 12:1080 - Directors
Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1081. Officers and agents

RS 12:1081 - Officers and agents
A. Only voting shareholders may be officers. If there is only one voting shareholder, all offices 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 nursing in this state or persons possessing temporary licenses may render nursing services in behalf of a professional nursing corporation.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1083. Dissolution

RS 12:1083 - Dissolution
A. The fact that it has no voting shareholders shall be a ground for involuntary dissolution of a professional nursing corporation.
B. In the event of the death of a shareholder of a professional nursing corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1977, No. 730, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1084. Regulation by Louisiana State Board of Nursing

RS 12:1084 - Regulation by Louisiana State Board of Nursing
Professional nursing corporations shall be subject to the discipline of the Louisiana State Board of Nursing and to its authority to adopt rules and regulations governing the practice of nursing.
Added by Acts 1977, No. 730, §1; Acts 2012, No. 811, §2, eff. July 1, 2012.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1086. Terms defined

RS 12:1086 - Terms defined
As used in this Chapter:
A. "Professional architectural corporation" means a corporation organized pursuant to this Chapter for the practice of architecture as provided for by R.S. 37:141 through R.S. 37:158, inclusive, or a corporation which is certified to be in compliance therewith by the Louisiana State Board of Architectural Examiners.
B. All terms used both in this Chapter and in Chapter 1 of this Title should have the same meaning when used in this Chapter, as when used in Chapter 1.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1087. Professional corporation

RS 12:1087 - Professional corporation
A corporation formed under Chapter 1 of this Title for the purpose of practicing architecture shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1088. Corporate name

RS 12:1088 - Corporate name
The corporate name may consist of the full or last name or names of one or more shareholders duly licensed to practice architecture in this state, may include "Limited" or "Ltd."; or it may consist of any other name approved by the secretary of state. However, in either case the name shall end with one of the phrases: "A Professional Architectural Corporation", "A Professional Corporation", or "An Architectural Corporation", which phrase may be in parentheses. The name need not contain "Incorporated" or "Inc." but such use shall not be prohibited.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1089. Corporate authority

RS 12:1089 - Corporate authority
A professional architectural corporation shall engage in the business of the practice of architecture and may engage in any business not in conflict with such business activity. It may hold, own, lease, or otherwise deal in property for investment or in connection with its architectural practice.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1090. Shares

RS 12:1090 - Shares
A. There shall be only one class of shares of professional architectural corporations, denominated common shares which shall be either with or without par value.
B. A majority of the outstanding shares of a professional architectural corporation shall be held by one or more natural persons duly licensed to practice architecture in this state, holding his shares in his own right.
C. The requirement of R.S. 12:1090(B) may be met if such shares are held or owned by a holding company, a majority of the stock of which is owned by one or more natural persons duly licensed to practice architecture in this state, and the holding company is the direct owner of the stock of such professional architectural corporation.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1091. Certificate of stock

RS 12:1091 - Certificate of stock
A. Each certificate of stock shall contain reference to any and all agreements among the corporation's shareholders made pursuant to R.S. 12:1094.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1092. Liability of incorporators, subscribers, shareholders, directors, officers, and agents

RS 12:1092 - Liability of incorporators, subscribers, shareholders, directors, officers, and agents
A. A subscriber to or holder of shares of a professional architectural corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer, or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty, or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1093. Action of shareholders

RS 12:1093 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional architectural corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in the interest of the shareholders present or represented at a meeting duly called and held on due notice or waiver thereof in writing, at which a quorum is present or represented.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1094. Shareholders' agreements

RS 12:1094 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional architectural corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the shareholders.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1095. Directors

RS 12:1095 - Directors
A. The number and qualifications of directors shall be determined by a majority vote of the shareholders.
B. A majority of the board of directors, if more than two, shall be natural persons, duly licensed to practice architecture in this state.
C. Corporations having fewer than three directors shall have at least one director who is a natural person, duly licensed to practice architecture in this state.
D. Corporations having fewer than three directors pursuant to R.S. 12:1095(B) shall have at least one director who is a natural person, duly licensed to practice architecture in this state.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1096. Officers

RS 12:1096 - Officers
There shall be a president, a secretary and such other officers as the shareholders may elect. If there is only one shareholder, all offices may be combined in his person.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1097. Contracts

RS 12:1097 - Contracts
A. A professional architectural corporation shall be entitled to enter into contracts to provide architectural services and such other contracts as may be consistent with the practice of architecture.
B. Architectural services rendered on behalf of a professional architectural corporation must be performed by or under the direct supervision of a natural person duly licensed to practice architecture in this state.
C. A contract to provide architectural services by a professional architectural corporation which at any time during the existence of the contract fails to comply with the requisites of La.R.S. 12:1090(B) shall be voidable by any other party thereto.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1099. Dissolution

RS 12:1099 - Dissolution
A. The fact that it has less than a majority of outstanding shares held by one or more natural persons duly licensed to practice architecture in this state shall be an additional ground for involuntary dissolution of a professional architectural corporation.
B. In the event of the death of a shareholder of a professional architectural 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 purposes of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law, or for the purpose of reorganizing or continuing the corporation subject to the provisions of this chapter.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1100. Regulation by Louisiana State Board of Architectural Examiners

RS 12:1100 - Regulation by Louisiana State Board of Architectural Examiners
A. Professional architectural corporations shall be subject to the discipline of the Louisiana State Board of Architectural Examiners and to its authority to adopt rules and regulations governing the practice of architecture.
B. If upon the effective date of this act an architect or architects who are duly licensed to practice architecture in this state are so engaged in corporation form, contracts entered into by such corporations to perform or furnish professional architectural services shall not be rendered invalid by virtue of the noncompliance with the provisions of this act. Architects operating in corporate form as of the effective date hereof shall cause such corporations to comply with the provisions of this act within ninety (90) days of the effective date of this act.
C. Evidence of such compliance referred to in R.S. 12:1100B shall be accomplished by the corporations filing with the Louisiana State Board of Architectural Examiners a declaration duly certified by the corporate president and secretary and sworn to before a Notary Public, that such corporation is in full compliance with this act and particularly with Section 1090B hereof.
D. Upon the receipt of such certification, the Louisiana State Board of Architectural Examiners shall issue a certificate of compliance upon being reasonably satisfied from the evidence available to it that the corporation meets the requirements of this act. The failure of the board to issue such a certificate without just cause shall in no way effect or invalidate contracts to furnish architectural services heretofore entered into by the corporation seeking to qualify without a hearing conducted by the board under the provisions of the Louisiana Administrative Procedure Act.
Added by Acts 1979, No. 225, §1, eff. July 9, 1979.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1110. Terms defined

RS 12:1110 - Terms defined
As used in this Chapter:
A. "Professional Optometry Corporation" means a corporation organized pursuant to this Chapter for the practice of optometry as provided for by R.S. 37:1041 through R.S. 37:1067 inclusive.
B. All terms used in this Chapter and in Chapter 1 of this Title shall have the same meanings when used in this Chapter as when used in Chapter 1.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1111. Professional corporations

RS 12:1111 - Professional corporations
One or more natural persons of the age of majority and duly licensed to practice optometry in this state may form a corporation under Chapter 1 of this Title for the purpose of practicing optometry. Such corporations shall be subject to all of the provisions of Chapter 1 of this Title, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1112. Corporate name

RS 12:1112 - Corporate name
The corporate name shall consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor optometry partnership or firm. It may include "Limited" or "Ltd.," and shall end with one of the phrases which may be in parenthesis "A Professional Optometry Corporation," "A Professional Corporation," or "An Optometry Corporation." The name need not contain "Incorporated" or "Inc."
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1114. Shares

RS 12:1114 - Shares
A. There shall be only one class of shares of professional optometry corporations, denominated common shares, which shall be either with or without par value.
B. Only a shareholder who is a natural person duly licensed to practice optometry in this state, and who holds his shares in his own right, 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 whatsoever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to optometry services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:1122(B).
C. Section 33 of this Title shall not apply to professional optometry corporations.
Added by Acts 1980, No. 404, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1115. Certificate of stock

RS 12:1115 - 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 optometry 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 optometry care by, the corporation, or to have access to any records or communications pertaining to optometry 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. 12:1118.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless in either event such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1980, No. 404, §1.