reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:260. Compromise arrangements; reorganizations; approval and effect

RS 12:260 - Compromise arrangements; reorganizations; approval and effect
A. Unless the articles provide otherwise, a corporation may have the benefit of the provisions of this section.
B. When, in a proceeding for voluntary or involuntary dissolution subject to the supervision of the court, or when the property and affairs of the corporation are being administered by a liquidator or receiver appointed by the court, a compromise or arrangement or plan of reorganization is proposed between the corporation and its creditors, or any class of them, or between the corporation and its members, or any class of them, the court, upon application of the corporation or of any creditor or members, or of the liquidator or receiver, may order in a summary way a meeting of the creditors, or class of creditors, or the members, or class of members, as the case may be, to be summoned and held in such manner as the court may direct.
C. If a majority in number, representing also three-fourths in interest of the creditors, or class of creditors, or three-fourths of the voting power of all members, or class of members, as the case may be, agree to any compromise or arrangement or plan of reorganization of the corporation as a consequence of the proposed compromise or arrangement or plan of reorganization, the compromise or arrangement or plan of reorganization, if sanctioned by the court, shall be binding on all the creditors, or class of creditors, or on all the members, or class of members, as the case may be, and also on the corporation, liquidator or receiver. All corporate action, and all matters and things necessary or proper to be done to carry into effect the compromise or arrangement or plan of reorganization, shall be had and done under the supervision, control and decree of the court.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:263. Fees

RS 12:263 - Fees
A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:
(1) For filing and recording articles of incorporation.
(2) For filing and recording amended articles of incorporation.
(3) For filing and recording dissolution proceedings.
(4) For filing and recording reinstatement proceedings.
(5) For filing and recording merger proceedings.
B.(1) This fee shall include all certificates and certified copies which are required for filing with the clerks of court. Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.
(2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, and appointment of officers and directors.
Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1, eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 2008, No. 913, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:264. Penalties

RS 12:264 - Penalties
A. If any corporation, or officer, director or agent of a corporation, should violate any of the provisions of subsection D of R.S. 12:205 or subsection A or D of R.S. 12:223, it or he shall be fined not more than one hundred dollars for each violation, recoverable in an action brought by the District Attorney of the parish in which the corporation's registered office is located.
B. Any corporation, or any officer or agent thereof, which or who shall in bad faith refuse to permit the exercise of inspection rights pursuant to R.S. 12:223(C), shall be liable to the member or members seeking to exercise such rights to the extent of the costs and expenses of any proceeding necessary to enforce such inspection rights, and for any other damages actually sustained by such member or members.
C. Any corporation, or officer, director or member thereof, which or who attempts to exercise any corporate power, privilege or franchise after annulment, vacation or forfeiture of the corporation's articles and franchise pursuant to the provisions of R.S. 12:262, shall pay for each such attempt a penalty of not less than one hundred dollars nor more than one thousand dollars, recoverable in a civil action by the Secretary of State.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:265. Application to existing corporations

RS 12:265 - Application to existing corporations
Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every existing corporation on January 1, 1969 formed under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter; provided that this Chapter shall not affect or impair any right of any existing corporation which is guaranteed or protected by the Constitution of this state or of the United States, except that the corporation shall not hereafter operate in any manner for the purpose of making a pecuniary profit or gain for its members; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:266. Scope of Chapter

RS 12:266 - Scope of Chapter
This Chapter does not apply to:
(1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration;
(2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3;
(3) Any corporation transacting any type of insurance business; or
(4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:267. Effect of invalidity of part of Chapter; severability

RS 12:267 - Effect of invalidity of part of Chapter; severability
If any provision of this Chapter, or application thereof to any person or circumstance, is held invalid, such invalidity shall not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are declared severable.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:268. Reservation of power

RS 12:268 - Reservation of power
The Legislature of Louisiana shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this Chapter, and the Legislature of Louisiana shall have power to amend, repeal or modify this Chapter at pleasure.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:301. Condition precedent to transacting business

RS 12:301 - Condition precedent to transacting business
No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. No foreign corporation shall be entitled to procure such a certificate of authority to transact in this state any business which a corporation organized under Chapter 1 or 2 of this Title is not permitted to transact. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized, governing its organization and internal affairs, differ from the laws of this state.
Acts 1968, No. 105, §1; Acts 1999, No. 342, §5.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:303. Name of authorized foreign corporation

RS 12:303 - Name of authorized foreign corporation
A. No certificate of authority shall hereafter be issued to a foreign corporation unless its corporate name:
(1) Contains the word "Corporation", "Incorporated" or "Limited," or an abbreviation of any of these words, or the word "Company" or the abbreviation "Co." if not immediately preceded by "and" or "&", or unless the corporation shall, for use in this state, add at the end of its name one of such words or abbreviations;
(2) Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation, or that it is authorized or empowered to conduct the business of banking, insurance underwriting or operating a homestead or building and loan association, or to engage in the practice of law; and
(3) Is not, subject to the exceptions provided in R.S. 12:1-401(C), the same as or nondistinguishable upon the records of the secretary of state from the name of any business or nonprofit corporation organized under the laws of this state or of any foreign corporation authorized to transact business in this state, a trade name registered with the secretary of state, or a name the exclusive right to which is, at the time, reserved in the manner provided in Chapter 1 of this Title. In order to obviate this objection, a corporation may add some distinguishing term to its name for use in this state. No corporation shall include the phrase "doing business as" or the abbreviation "d/b/a" as part of the distinguishing term.
B. Whenever a foreign corporation which is authorized to transact business in this state, shall on or after January 1, 1969, change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be deemed suspended, and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state or until it has added some distinguishing term upon the records of the secretary of state to its name for use in this state.
C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the principles of law or the statutes of this state or of the United States with respect to the right to acquire and protect trade names.
Acts 1968, No. 105, §1; Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 2001, No. 631, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:305. Issuance of certificate of authority

RS 12:305 - Issuance of certificate of authority
A. If the secretary of state finds that the application conforms to law, he shall, when all fees and taxes have been paid as in this Chapter prescribed:
(1) Endorse on each of such documents the word "Filed", and the date of the filing thereof.
(2) File in his office one copy of the application, together with a certificate of corporate existence or a certificate of good standing from the incorporating state.
(3) Issue a certificate of authority to transact business in this state, to which he shall affix the other copy of application, and which shall be returned to the corporation or its representative. If the corporation's application sets forth the nature of the business which it proposes to transact in this state, the certificate of authority shall recite that the corporation's authority is limited to transaction of business of such nature.
B. If the corporation is a banking corporation which has applied for authority to transact business in this state of some other nature, the secretary of state shall, upon receipt of its application, mail or deliver a copy thereof to the office of financial institutions. If, within five days after such mailing or delivery, that office should deliver to the secretary of state a written objection to the issuance of a certificate of authority pursuant to such application, the secretary of state shall not issue such certificate.
Acts 1968, No. 105, §1; Acts 1985, No. 267, §1, eff. July 6, 1985; Acts 1989, No. 101, §1; Acts 1999, No. 342, §5.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:306. Effect of certificate of authority

RS 12:306 - Effect of certificate of authority
A foreign corporation which before January 1, 1969 has received a certificate of authority which is still valid, or which shall on or after January 1, 1969 receive a certificate of authority, shall, until a certificate of revocation or of 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 business or nonprofit corporation organized under the laws of this state to transact the business which such foreign corporation is authorized to transact in this state; and
(3) Except as in this Chapter otherwise provided, be subject to the same duties, restrictions, penalties and liabilities imposed on or after January 1, 1969 upon a business or nonprofit corporation of like character organized under the laws of this state.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:307. Amended certificate of authority

RS 12:307 - Amended certificate of authority
A. A foreign corporation authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if hereafter it changes its corporate 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 corporation changes its corporate name, it shall include with its application for an amended certificate of authority a certificate evidencing such change issued by the authorized official of the jurisdiction of incorporation of the corporation, or a certified copy of the amendment in the case that the authorized official of the jurisdiction of incorporation does not provide a certificate of such.
Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:307.1. Certificate of correction by a foreign corporation

RS 12:307.1 - Certificate of correction by a foreign corporation
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 corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction. The secretary of state may prescribe and furnish forms for filing the certificate of correction. 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. A certificate of correction shall be executed in the name of the corporation by any officer authorized by resolution or consent of the board of directors and shall be acknowledged by the person who signed it or may be executed by authentic act.
Acts 1985, No. 268, §1; Acts 1997, No. 299, §1; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:309. Annual report

RS 12:309 - Annual report
A. Each foreign corporation authorized to transact business in this State shall file, within the time prescribed in Subsection B of this Section, an annual report setting forth:
(1) Its name.
(2) The address of its registered office in this state, if changed since its last previous annual report.
(3) The address of its principal office in the state or country under the laws of which it is incorporated, and of its principal business office outside of this state, if changed since its last previous annual report.
(4) The name of its registered agent in this state, if changed since its last previous annual report.
(5) The names and addresses of its directors and officers.
(6) The municipal address of its principal business establishment in this state, if changed since its last previous annual report.
(7) Repealed by Acts 1985, No. 266, §1.
B. Each year the annual report shall be delivered to the secretary of state on or before the anniversary date of qualifying to transact business, except that the first annual report shall be filed on or before the anniversary date of qualifying to transact business in Louisiana in the year next succeeding the calendar year in which the corporation's certificate of authority was issued by the secretary of state.
C. The secretary of state may prescribe and furnish forms for filing the annual report.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §26, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1981, No. 494, §2, at 5:05 P.M.; Acts 1981, No. 494 §2; Acts 1985, No. 266, §1; Acts 1988, No. 98, §1; Acts 1992, No. 103, §1, eff. June 5, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:310. Change of corporate name

RS 12:310 - Change of corporate name
If a foreign corporation authorized to transact business in this state changes its corporate name, it shall procure an amended certificate of authority by making application therefor to the secretary of state and submitting a duplicate or original certificate of name change from an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate.
Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 405, §1, eff. July 6, 1984; Acts 1988, No. 98, §1; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:311. Merger, consolidation, or dissolution

RS 12:311 - Merger, consolidation, or dissolution
A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the secretary of state a certificate from the secretary of state or an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:
(1) Effect withdrawal of the corporation from this state, nor
(2) Enlarge or alter the nature of the business which the corporation is authorized to transact in this state, if the nature of such business is limited by its certificate of authority, nor
(3) Authorize the corporation to transact business in this state prohibited by law or under any other name than the name set forth in its certificate of authority.
B. The secretary of state, after all fees, charges, and taxes have been paid as required by law, shall record the certificate in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a certificate of merger or consolidation containing the information prescribed in R.S. 12:112(F). A duplicate original of the certificate of merger or consolidation, or of the certificate of dissolution, issued by the secretary of state, shall, within thirty days after issuance of the certificate of merger or consolidation by, or the filing of the certificate of dissolution with, the secretary of state, be filed for record in the conveyance records of each parish in this state in which the corporation, or any of the other corporate parties to the merger or consolidation, has immovable property.
Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1986, No. 648, §1; Acts 1988, No. 101, §1; Acts 1991, No. 333, §1; Acts 1999, No. 342, §5; Acts 2023, No. 26, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:312. Withdrawal

RS 12:312 - Withdrawal
A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate, the corporation shall deliver to the Secretary of State an application for withdrawal, which shall set forth:
(1) The name of the corporation and the state or country under the laws of which it is incorporated.
(2) That the corporation is not transacting business in this state.
(3) That the corporation surrenders its authority to transact business in this state.
(4) That the corporation revokes the authority of its registered agent in this state to accept service of process, and consents that service of process in any action or proceeding based on any cause of action arising out of, resulting from or connected with any business transacted by it in this state during the time the corporation was authorized to transact business in this state, be made on the corporation by service thereof on the secretary of state, or on a person in his office designated to receive service of process on corporations.
(5) An address to which the secretary of state may mail a copy of any process which may be so served on the corporation.
(6) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to determination and assessment of any unpaid fees or taxes payable by the corporation as prescribed in this Chapter.
B. The application for withdrawal shall be made on a form prescribed and furnished by the secretary of state, and shall be executed by the corporation by any officer before a notary public, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and shall be acknowledged by him.
C.(1) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of this Chapter, he shall, when all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law:
(a) Issue a filed copy of the application endorsed with the month, day, and year of filing.
(b) File the application in his office.
(c) Issue a certificate of withdrawal.
(2) The certificate of withdrawal, and the filed copy of the application for withdrawal, issued by the secretary of state, shall be returned to the corporation or its representative. Upon the issuance of such certificate of withdrawal, the authority of the corporation to transact business in this state shall cease.
Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:312.1. Termination of withdrawal proceedings

RS 12:312.1 - Termination of withdrawal proceedings
At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:312, 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 any officer of the corporation. 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. 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 1986, No. 647, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:314. Transacting business without authority

RS 12:314 - Transacting business without authority
A. No foreign corporation 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 corporation 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 corporation to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.
C. A foreign corporation which 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 which would have been imposed by law upon such corporation, 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 and franchise taxes. The Attorney General shall bring proceedings to recover all amounts due this state under the provisions of this section.
Acts 1968, No. 105, §1. Amended by Acts 1976, No. 599, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:314.1. Authority to investigate; penalty

RS 12:314.1 - Authority to investigate; penalty
A. The secretary of state may investigate any foreign corporation 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 such foreign corporations 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 corporation, the attorney general shall institute proceedings against the foreign corporation to collect such penalty.
Acts 1988, No. 513, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:316. Fees

RS 12:316 - Fees
A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:
(1) For filing and recording application for certificate of authority and certificate of existence, or a certificate of good standing.
(2) For filing and recording application for amended certificate of authority to change the name of the corporation.
(3) For filing and recording withdrawal proceedings.
(4) For filing and recording reinstatement proceedings.
(5) For filing and recording certificate of merger.
(6) For filing and recording termination of withdrawal proceedings.
B.(1) Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.
(2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, appointment of officers and directors, and for annual reports.
Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1., eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 1986, No. 649, §1; Acts 2008, No. 913, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:317. Appointment of receiver

RS 12:317 - Appointment of receiver
The court may appoint a receiver to take charge of a foreign corporation's property in this state on any ground set forth in R.S. 12:151, or on application by a receiver or liquidator duly appointed to take charge of the corporation's property by a court of competent jurisdiction in the state or country under the laws of which the corporation is incorporated. The provisions of R.S. 12:151 and 152 shall,
mutatis mutandis
, govern proceedings brought under this section.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:318. Pre-filing procedure

RS 12:318 - Pre-filing procedure
Any document to be filed with the Secretary of State by a foreign corporation may be delivered to the Secretary of State in advance, for filing as of any specified date (and, if specified upon such delivery, as of any given time on such date) within thirty days after the date of delivery.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:320. Application to authorized corporations

RS 12:320 - Application to authorized corporations
Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every foreign corporation on or before January 1, 1969 authorized to transact business in this state; provided that this Chapter shall not affect or impair any right of any such foreign corporation which is guaranteed or protected by the Constitution of this state or of the United States; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.
Acts 1968, No. 105, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:401. Organization authorized

RS 12:401 - Organization authorized
Cooperative, nonprofit membership corporations may be organized under this Part for the purpose of supplying electrical energy and promoting and extending the use thereof.
Renumbered from R.S.1950, §12:301 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:402. Terms defined

RS 12:402 - Terms defined
As used in this Part:
A. "Cooperative" means a corporation organized under this Part and a corporation which becomes subject to this Part in the manner hereinafter provided.
B. "Member" means each incorporator of a cooperative and each person admitted to and retaining membership therein, and shall include a husband and wife admitted to joint membership.
C. "Person" includes any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic.
Renumbered from R.S.1950, §12:302 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:404. Name

RS 12:404 - Name
The name of each cooperative shall include the words "Electric" and "Cooperative," and the abbreviation "Inc.," provided, however, such limitation shall not apply if, in any affidavit made by the president or vice-president of the cooperative and filed with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name; and provided, further, that any corporation which may be converted into a cooperative and become subject to this Part as provided in R.S. 12:417 may at its election retain the corporate name used by it prior to such conversion or such domestication. The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of, or authorized to transact business in, this state. The words "Electric" and "Cooperative" shall not both be used in the name of any corporation organized under the laws of, or authorized to transact business in, this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this Part.
Renumbered from R.S.1950, §12:304 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:405. Incorporators

RS 12:405 - Incorporators
Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.
Renumbered from R.S.1950, §12:305 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:406. Articles of incorporation

RS 12:406 - Articles of incorporation
A. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this Part. The articles shall be executed by authentic act, signed by each of the incorporators, and shall state the following:
(1) The name of the cooperative.
(2) The address of its principal office.
(3) The names and addresses of the incorporators.
(4) The names and addresses of the persons who shall constitute its first board of directors.
(5) Its duration.
(6) Any provisions not inconsistent with this Part considered necessary or advisable for the conduct of its business and affairs, including any provision authorized by R.S. 12:1-202(B)(5).
B. The articles of incorporation shall be submitted to the Secretary of State for filing as provided in this Part.
C. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate power vested in a cooperative under this Part.
Renumbered from R.S.1950, §12:306 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1987, No. 261, §2, eff. July 3, 1987; Acts 2020, No. 50, §1, eff. June 5, 2020.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:407. Bylaws

RS 12:407 - Bylaws
A. The original bylaws of a cooperative shall be adopted by its board of directors. The first bylaws of a new cooperative resulting from a consolidation, or the surviving cooperative resulting from a merger, or the converted corporation resulting from a conversion, as provided in this Part, shall be adopted by the board of directors named in articles of conversion, merger, or consolidation, as the case may be.
B. Bylaws may be adopted, amended, or repealed by the members or the board of directors. However, only the members may amend the bylaws when the amendment concerns the dissolution of the cooperative or the sale, lease, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative. The board of directors shall not adopt any bylaws in conflict with the provisions of R.S. 12:414, 418, or 421.
C. In the event voting by mail is authorized in the bylaws, the board of directors is authorized to prescribe conditions necessary for voting by mail, including the percentage of members required to constitute a quorum. However, only the members may prescribe conditions in the bylaws for voting by mail or the constituting of a quorum when the provisions of the bylaws relate to the dissolution of the cooperative or the sale, lease, merger, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative.
D. The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this Part or with its articles of incorporation. Nothing herein or in this Part shall limit the rights of members provided for in R.S. 12:417 or any rights otherwise granted in the bylaws and articles of incorporation which may authorize voting by mail or proxy.
E. Nothing herein or in this Part shall limit the right of the board of directors of the cooperative, as provided in R.S. 12:421(2), without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed of trust or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, or permits of the cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, any provision of the articles of incorporation or bylaws of a cooperative to the contrary notwithstanding.
Renumbered from R.S.1950, §12:307 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 108, §1, eff. June 22, 1978; Acts 2010, No. 202, §1, eff. Jan. 1, 2011; Acts 2012, No. 328, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:408. Members

RS 12:408 - Members
A. No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy is available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if he fails or refuses to use electric energy made available by the cooperative or if electric energy has not been made available to such person by the cooperative within a specified time after such person has become a member thereof. Membership in the cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.
B. An annual meeting of the members shall be held at such time as provided in the bylaws.
C. Special meetings of the members shall be called by the board of directors, by any three directors, by not less than ten per centum of the members, or by the president.
D. Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located.
E. Except as hereinafter otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten nor more than twenty-five days before the date of the meeting.
F. Unless otherwise required in the articles of incorporation or in the bylaws, five percent of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members. For purposes of this Section, if voting by mail is authorized in the bylaws, members voting by mail shall be considered present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
G. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. In any event, only members may act as proxies and no member may act as proxy for more than three members at any meeting of the members.
Renumbered from R.S.1950, §12:308 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 110, §1, eff. June 22, 1978.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:410. Districts

RS 12:410 - Districts
Notwithstanding any other provision of this Part, or any other statute, the by-laws may provide for the division and redivision of the territory served or to be served by a cooperative into two or more districts. In such case the by-laws shall prescribe the manner in which the several districts shall function with respect to the nomination and election of directors and otherwise, and may provide for the election and powers of district delegates. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail.
Renumbered from R.S.1950, §12:310 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:411. Officers

RS 12:411 - Officers
The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. No person shall continue to hold any of the above offices after he has ceased to be a director. The offices of secretary and of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents, or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the by-laws.
Renumbered from R.S.1950, §12:311 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:412. Amendment of articles of incorporation

RS 12:412 - Amendment of articles of incorporation
A. A cooperative may amend its articles of incorporation by complying with the following requirements:
(1) The proposed amendment shall be approved first by the board of directors and shall be submitted then to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such meeting; and
(2) Upon such approval by the members, articles of amendment shall be executed by authentic act on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this Part and shall state:
(a) The name of the cooperative;
(b) The address of its principal office;
(c) The date of the filing of its articles of incorporation in the office of the Secretary of State, and
(d) The amendment to its articles of incorporation.
(3) The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this Section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as approved in this Part.
B. A cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of the Secretary of State, and also in the office of the recorder of mortgages or the clerk of court in each parish in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty (30) days after the filing of such certificate of change of principal office in the office of recorder of mortgages or clerk of court of any parish, file therein certified copies of its articles of incorporation and all amendments thereto, if the same are not already on file therein.
Renumbered from R.S.1950, §12:312 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.