reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1430. Grounds for judicial dissolution

RS 12:1-1430 - Grounds for judicial dissolution
A. A district court may dissolve a corporation in any of the following:
(1) A proceeding by the attorney general if either of the following is established:
(a) The corporation obtained its articles of incorporation through fraud.
(b) The corporation has continued to exceed or abuse the authority conferred upon it by law.
(2) A proceeding by a shareholder if any of the following is established:
(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock.
(b) [Reserved.]
(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired.
(d) [Reserved.]
(3) A proceeding by a creditor if either of the following is established:
(a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.
(b) The corporation is insolvent and has admitted in writing that the creditor's claim is due and owing.
(4) A proceeding by the corporation, or by shareholders of shares with at least twenty-five percent of the voting power in the corporation, to have its voluntary dissolution continued under court supervision.
(5) A proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
B. Paragraph (2) of Subsection A of this Section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are covered securities under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.
C. In Subsection A of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1431. Procedure for judicial dissolution

RS 12:1-1431 - Procedure for judicial dissolution
A. Venue for a proceeding by the attorney general to dissolve a corporation lies in East Baton Rouge Parish. Venue for a proceeding brought by any other party named in R.S. 12:1-1430(A) lies in the parish where the corporation's principal office or, if none in this state, its registered office is or was last located.
B. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
C. A court in a proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may issue injunctions, appoint a receiver or liquidator with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
D. Within ten days of the commencement of a proceeding to dissolve a corporation under R.S. 12:1-1430(A)(2), the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under R.S. 12:1-1434 and accompanied by a copy of R.S. 12:1-1434.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1432. Appointment of receiver or liquidator

RS 12:1-1432 - Appointment of receiver or liquidator
A. Unless an election to purchase has been filed under R.S. 12:1-1434, a court in a judicial proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may appoint one or more liquidators to wind up and liquidate, or one or more receivers to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or liquidator. The court appointing a receiver or liquidator has jurisdiction over the corporation and all of its property wherever located.
B. The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or liquidator. The court may require the receiver or liquidator to post bond, with or without sureties, in an amount the court directs.
C. The court shall describe the powers and duties of the receiver or liquidator in its appointing order, which may be amended from time to time and may require the receiver or liquidator to file interim and final reports with the court as the court considers appropriate. Except as limited by the court, the following powers may be exercised:
(1) The liquidator may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to wind up the business and affairs of the corporation as contemplated by R.S. 12:1-1405.
(2) The receiver may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
D. The court may redesignate the receiver a liquidator, and may redesignate the liquidator a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
E. The court from time to time may order compensation paid and expenses paid or reimbursed to the receiver or liquidator from the assets of the corporation or proceeds from the sale of the assets.
F. If a court appoints a receiver or liquidator under this Section, then during the period of the appointment the receiver or liquidator assumes the responsibility and authority of the board of directors, except to the extent the appointing order provides otherwise, and the board of directors is relieved of that responsibility and authority. The receiver or liquidator is liable for a breach of duty as receiver or liquidator to the same extent that a director holding the same authority and responsibility would be liable.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1433. Judgment of dissolution

RS 12:1-1433 - Judgment of dissolution
A. If after a hearing the court determines that one or more grounds for judicial dissolution described in R.S. 12:1-1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the judgment to the secretary of state, who shall file it.
B. After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with R.S. 12:1-1405 and the notification of claimants in accordance with R.S. 12:1-1406 and 1-1407.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1437. Stay of duplicative proceedings

RS 12:1-1437 - Stay of duplicative proceedings
A. On motion by the corporation, a court shall stay a duplicative proceeding by a shareholder who has given a notice of withdrawal to the corporation as provided in R.S. 12:1-1435(D). The court shall lift the stay on motion by the shareholder when a judgment denying the shareholder's right to withdraw becomes final and definitive.
B. For purposes of this Section, a "duplicative proceeding" is any proceeding in which a shareholder, on his own behalf or as a representative of the corporation, alleges a cause of action against the corporation, or against a director, officer, agent, employee, or controlling person of the corporation, on grounds of a breach of duty owed by that person to the corporation or to the shareholder in the shareholder's capacity as shareholder.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1438. Conversion of oppression proceeding into court-supervised dissolution

RS 12:1-1438 - Conversion of oppression proceeding into court-supervised dissolution
A. A corporation may by contradictory motion convert a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 into a proceeding for a court-supervised dissolution of the corporation if the dissolution is approved as provided in R.S. 12:1-1402. If the court finds after the hearing on the conversion motion that the dissolution was approved as provided in R.S. 12:1-1402, it shall do all of the following:
(1) Render a judgment dissolving the corporation as provided in R.S. 12:1-1433.
(2) Dismiss the withdrawal or valuation cause of action.
(3) Make the complaining shareholder in the dismissed cause of action a party to the court-supervised dissolution proceeding.
(4) Appoint a liquidator in accordance with R.S. 12:1-1432, or order the corporation to submit to the court for its approval a plan of liquidation and such interim and final reports on the liquidation as the court may consider necessary to protect the interests of the complaining shareholder.
B. A motion under Subsection A of this Section may be filed at any time before final judgment.
C. If a corporation dissolves or terminates while a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 is pending, but does not file a motion to convert the proceeding as provided in Subsection A of this Section, the complaining shareholder in the proceeding may by contradictory motion seek to convert the proceeding into one for a court-supervised dissolution of the corporation. If the court finds that the conversion is necessary to protect the interests of the shareholder, it shall grant the motion and take the actions contemplated by Subsection A of this Section for the conversion of a proceeding to a court-supervised dissolution.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1440. Articles of termination

RS 12:1-1440 - Articles of termination
A. When the board of directors, or the liquidator acting during the liquidator's appointment, determines that the corporation has completed the winding up and liquidation of its business and affairs, the board of directors or liquidator may cause the corporation to deliver to the secretary of state for filing articles of termination.
B. The articles of termination shall state all of the following:
(1) The name of the corporation.
(2) The date of its dissolution.
(3) Whether its dissolution was voluntary or judicial.
(4) That the corporation has paid or made reasonable provision for the payment of all of its liabilities.
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders.
C. If the articles of termination are signed by a liquidator, the secretary of state shall not file the articles unless the articles have attached or appended to them a certified copy of the court order that authorizes the liquidator to wind up the affairs of the corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1441. Simplified termination procedure for certain corporations

RS 12:1-1441 - Simplified termination procedure for certain corporations
A. The existence of a corporation may be terminated as provided in this Section if the corporation satisfies all of the following conditions:
(1) Does not owe any debts.
(2) Does not own any immovable property.
(3) Has not issued shares or is not doing business.
B. If the corporation has not issued shares, a termination under this Section may be authorized by a majority of the initial directors or, if no initial directors are named in the articles of incorporation, by a majority of the incorporators. If the corporation has issued shares, the termination may be authorized as provided in R.S. 12:1-1402 or by the unanimous written consent of the shareholders.
C. After the termination is authorized, the corporation may deliver to the secretary of state for filing articles of termination that set forth all of the following:
(1) The name of the corporation.
(2) That no debt of the corporation remains unpaid.
(3) That the corporation owns no immovable property.
(4) That the corporation has not issued shares or is not doing business.
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.
(6) That the termination was authorized as required by Subsection B of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1442. Administrative termination

RS 12:1-1442 - Administrative termination
A. Subject to Subsection B of this Section, the secretary of state shall terminate the existence of a corporation if, according to the records of the secretary of state, the corporation has failed for ninety consecutive days to do either of the following:
(1) Comply with the requirements imposed by R.S. 12:1-501 concerning the continuous maintenance in this state of a registered office and registered agent.
(2) File an annual report as required by R.S. 12:1-1621.
B. The secretary of state shall give the corporation at least thirty days' written notice of the secretary's intention to terminate the corporation's existence under Subsection A of this Section. If the corporation eliminates the grounds for its termination before the end of the thirty-day notice period, the secretary of state shall not terminate the existence of the corporation.
C. The secretary of state terminates the existence of a corporation under this Section by filing a certificate of termination that states the grounds for termination.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1443. Effective date and effects of termination

RS 12:1-1443 - Effective date and effects of termination
A. The filing by the secretary of state of a corporation's articles of termination under R.S. 12:1-1440 or 1-1441 or a certificate of termination under R.S. 12:1-1442 causes the existence of the corporation to terminate on the effective date of the articles or certificate of termination. The effects of the filing of the articles or certificate of termination are not affected by any error in the articles or certificate, but the error may justify reinstatement of the corporation as provided in R.S. 12:1-1444 or the appointment of a liquidator as provided in R.S. 12:1-1445.
B. When the existence of the corporation terminates, the corporation's juridical personality ends except for purposes of any of the following:
(1) Reserving the corporation's name as provided in R.S. 12:1-402(C).
(2) Concluding any proceeding to which the corporation is a party at the time of the termination.
(3) Continuing to own any undistributed corporate assets and to owe any undischarged corporate obligations or liabilities.
(4) Disposing of immovable property owned by the corporation pursuant to a resolution of the board of directors.
C. The termination does not do any of the following:
(1) Extinguish any claim against the corporation.
(2) Abate any proceeding to which the corporation is a party.
(3) Cause any obligation or liability owed by the corporation to become the obligation or liability of any of the corporation's current or former shareholders, directors, officers, employees, or agents.
(4) Cause any undistributed asset of the corporation to become the property of any of the corporation's current or former shareholders, directors, officers, employees, or agents.
D. A terminated corporation's juridical personality, and the authority of a person acting on the corporation's behalf as its legal counsel or managerial representative, continues for purposes of Paragraph (B)(2) of this Section as if the termination had not occurred, but subject to the power of an authorized representative of a reinstated corporation, or of a liquidator appointed in accordance with R.S. 12:1-1445, to change the identity or authority of the legal counsel or managerial representative.
E. The existence of a terminated corporation may be reinstated as provided in R.S. 12:1-1444, and a liquidator may be appointed as provided in R.S. 12:1-1445 for any proper purpose. Unless a terminated corporation is reinstated, any action that is commenced by or against the corporation after the effective date of its termination shall be brought by or against a liquidator that is appointed in accordance with R.S. 12:1-1445.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 89, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1445. Appointment of liquidator for terminated corporation

RS 12:1-1445 - Appointment of liquidator for terminated corporation
On application of any interested party, a district court may, ex parte or on such notice as the court may order, appoint a liquidator to act on behalf of a terminated corporation with respect to any of its undistributed assets or undischarged claims or interests. The court's appointment of a liquidator under this Section is governed by the provisions of R.S. 12:1-1432, as if the liquidator were being appointed to conduct a dissolution of the corporation under court supervision. The costs and expenses of the liquidator and of the appointment of the liquidator under this Section shall be paid by the party seeking the appointment, subject to reimbursement from any undistributed assets of the corporation or the proceeds of their disposition.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1446. PART 15. FOREIGN CORPORATIONS §§1-1446 - 1-1600 [Reserved.]

PART 15. FOREIGN CORPORATIONS
§§1-1446 - 1-1600 [Reserved.]
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1601. Corporate records

RS 12:1-1601 - Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
D. A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal office:
(1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in R.S. 12:1-120(L)(5) regarding facts on which a filed document is dependent.
(2) Its bylaws or restated bylaws and all amendments to them currently in effect.
(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.
(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years.
(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under R.S. 12:1-1620.
(6) A list of the names and business addresses of its current directors and officers.
(7) Its most recent annual report delivered to the secretary of state under R.S. 12:1-1621.
(8) Any unanimous governance agreement, as defined in R.S. 12:1-732, then in effect.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1603. Scope of inspection right

RS 12:1-1603 - Scope of inspection right
A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
B. The right to copy records under R.S. 12:1-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if electronic transmission is available and requested by the shareholder.
C. The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
D. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents requested by the shareholder. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1604. Court-ordered inspection

RS 12:1-1604 - Court-ordered inspection
A. If a corporation does not within a reasonable time allow a shareholder who complies with the applicable provisions of R.S. 12:1-1602 to inspect and copy any records required by that Section to be available for inspection, the district court of the parish where the corporation's principal office or, if none in this state, its registered office is located may by summary proceeding order inspection and copying of the records demanded. If the court determines that the shareholder was entitled to inspect and copy the demanded records under R.S. 12:1-1602(A), then the court shall order the corporation to provide copies of the demanded records at the corporation's expense.
B. [Reserved.]
C. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
D. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1605. Inspection of records by directors

RS 12:1-1605 - Inspection of records by directors
A. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
B. The district court of the parish where the corporation's principal office or, if none in this state, its registered office is located may order inspection and copying of the books, records, and documents at the corporation's expense, upon petition of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of a petition under this Subsection by summary proceeding.
C. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the proceeding under Subsection B of this Section. In addition to a director's rights under this Section, a director is also entitled to the corporation's payment of expenses, and to the corporation's provision of copies at the corporation's expense, on the same basis as a shareholder under R.S. 12:1-1604, regardless of whether the director is a shareholder or holds the percentage of shares specified in R.S. 12:1-1602.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1606. Exception to notice requirement

RS 12:1-1606 - Exception to notice requirement
A. Whenever notice would otherwise be required to be given under any provision of this Chapter to a shareholder, such notice need not be given if either of the following conditions are met:
(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
B. If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1620. Financial statements for shareholders

RS 12:1-1620 - Financial statements for shareholders
A. Once each calendar year a shareholder may obtain a report of financial information from the corporation. To obtain the report, a shareholder shall give a written notice of the request for the report to the corporation. The notice shall specify a postal mailing address, and if desired an electronic mailing address, to which the report should be delivered. Promptly after receiving the shareholder's notice, the corporation shall deliver to the shareholder, at one of the specified addresses, a report that complies with the requirements of Subsections B and C of this Section.
B. A report of financial information shall contain all of the following financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, for the last fiscal year ended at least four months before the effective date of the shareholder's notice:
(1) A balance sheet.
(2) An income statement.
(3) A statement of changes in shareholders' equity unless that information appears elsewhere in the financial statements provided.
(4) If ordinarily prepared by the corporation, a statement of cash flows.
C. If the corporation's financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the statements in the report of financial information listed in Subsection B of this Section must also be prepared on that basis. If those statements are reported upon by a public accountant, the accountant's report shall be delivered as part of the report of financial information described in Subsection B of this Section.
D. A public corporation may fulfill its responsibilities under this Section by delivering the financial statements listed in Subsection B of this Section, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission. A corporation that complies with this Subsection is not required to deliver a report of financial information as provided in Subsection A of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1621. Annual report for secretary of state

RS 12:1-1621 - Annual report for secretary of state
A. Each corporation shall deliver to the secretary of state for filing an annual report that sets forth all of the following information:
(1) The name of the corporation.
(2) The address of its registered office.
(3) The name and address of its registered agent.
(4) The address of its principal office.
(5) Names and business addresses of its directors and principal officers.
(6) The total number of issued shares, itemized by class and series, if any, within each class.
B. Information in the annual report must be current as of the date the annual report is signed on behalf of the corporation.
C. A corporation's annual report shall be delivered to the secretary of state each year on or before the anniversary of the date that the corporation was incorporated.
D. If an annual report does not contain the information required by this Section, the secretary of state shall promptly notify the corporation in writing and return the report to it for correction.
E. A dissolved corporation shall continue to file annual reports under this Section until the existence of the corporation is terminated.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 107, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1622. Reporting obligation of corporation that contracts with the state

RS 12:1-1622 - Reporting obligation of corporation that contracts with the state
A. A corporation that contracts with the state shall deliver for filing to the secretary of state a statement that acknowledges the contract. The statement shall include the names and addresses of all persons or entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone holds stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter.
B. This Subsection does not apply to any of the following:
(1) Any agreement entered between the state and a corporation for electric or gas service.
(2) Publicly traded corporations.
(3) State-chartered banks.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1701. Application to existing domestic corporations

RS 12:1-1701 - Application to existing domestic corporations
This Chapter applies to all domestic corporations in existence on its effective date that were incorporated under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1702. Limited applicability to foreign corporations

RS 12:1-1702 - Limited applicability to foreign corporations
Except where express reference is made to foreign corporations, this Chapter does not apply to foreign corporations.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1703. Saving provisions

RS 12:1-1703 - Saving provisions
A. Except as provided in Subsection B of this Section, the repeal of a statute by this Chapter does not affect any of the following:
(1) The operation of the statute or any action taken under it, before its repeal.
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute, before its repeal.
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
B. If a penalty or punishment imposed for violation of a statute repealed by this Chapter is reduced by this Chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this Chapter.
C. In the event that any provisions of this Chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this Chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1705. Transition rule for reinstatement of a corporation with a revoked charter

RS 12:1-1705 - Transition rule for reinstatement of a corporation with a revoked charter
A. A corporation whose charter was revoked before January 1, 2015, may be reinstated as provided in R.S. 12:1-1444 for a corporation that was terminated administratively. Subject to the time limitation stated in Subsection F of this Section, a corporation whose charter was revoked before January 1, 2015, may also be reinstated as provided in Subsections B through E of this Section.
B. A corporation whose charter was revoked before January 1, 2015, may request reinstatement by delivering to the secretary of state for filing articles of charter-revocation reinstatement and the current annual report. The articles of charter-revocation reinstatement and the annual report shall be signed by an officer or director of the corporation who is entitled to approve articles of reinstatement under R.S. 12:1-1444(B). The annual report shall be accompanied by a written consent to appointment signed by the registered agent named in the annual report.
C. The articles of charter-revocation reinstatement shall state all of the following:
(1) The name of the corporation.
(2) That the charter of the corporation was revoked before January 1, 2015.
(3) That the reinstatement was approved by an officer or director who is entitled to approve articles of reinstatement pursuant to R.S. 12:1-1444(B).
(4) That the corporation is reinstated, effective retroactively as if the corporation had never been terminated.
D. If the corporation's name is no longer available for use, the secretary of state shall file the articles of charter-revocation reinstatement only if the corporation also delivers for filing articles of amendment that change the name of the corporation to a name that meets the requirements of R.S. 12:1-401.
E. When the secretary of state files articles of charter-revocation reinstatement, the existence of the corporation is reinstated retroactively, and the corporation continues to exist as if the termination had never occurred.
F. A corporation may be reinstated pursuant to Subsections B through E of this Section only if the documents required by those Subsections, and entitled to filing pursuant to R.S. 12:1-120, are delivered for filing to the secretary of state before January 1, 2019.
Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:2. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:2 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1999, No. 342, §5; Acts 2001, No. 1032, §4; Acts 2006, No. 256, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:2.1. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:2.1 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2012, No. 835, §1, eff. Jan. 1, 2013; Acts 2014, No. 328, §5, eff. Jan. 1, 2015, Acts 2014, No. 162, §1, eff. May 22, 2014.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:2.2. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:2.2 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2012, No. 835, §1, eff. Jan. 1, 2013; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:21. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:21 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:22. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:22 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:23. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:23 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts No. 1968, No. 105, §1. Amended by Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 296, §§1, 2; Acts 1997, No. 362, §1; Acts 1999, No. 342, §5; Acts 1999, No. 860, §2, eff. July 2, 1999; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2008, No. 913, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:24. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:24 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1970, No. 50, §1, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 261, §1, eff. July 3, 1987; Acts 1990, No. 745, §2; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:25. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:25 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Amended by Acts 1976, No. 580, §1. Acts 1983, No. 88, §1; Acts 1991, No. 334, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:25.1. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:25.1 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1987, No. 280, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
{{NOTE: ACTS 1987, NO.280, §2, PROVIDES THAT R.S. 12:25.1 IS REMEDIAL AND HAS LIMITED RETROACTIVITY.}}
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:26. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:26 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:27. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:27 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:28. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:28 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:29. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:29 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:31. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:31 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1970, No. 50, §2, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:32. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:32 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:33. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:33 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2014.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:34. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:34 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2014.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:35. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:35 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Added by Acts 1982, No. 442, §1, eff. July 21, 1982. Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:41. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:41 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 1990, No. 848, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:42. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:42 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:51. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:51 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1987, No. 62, §2, eff. June 11, 1987; Acts 1988, No. 173, §2, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:52. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:52 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Amended by Acts 1974, No. 436, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:53. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:53 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:54. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:54 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:55. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:55 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1989, No. 175, §§1 and 2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:56. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:56 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:57. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:57 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2005, No. 97, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:58. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:58 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:59. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:59 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 2005, No. 97, §2; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:61. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:61 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Added by Acts 1970, No. 50, §3, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:62. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:62 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:63. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:63 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:71. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:71 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:72. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:72 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1991, No. 44, §1, eff. June 23, 1991; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:73. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:73 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:74. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:74 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:75. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:75 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §4, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 62, §3, eff. June 11, 1987; Acts 1988, No. 173, §3, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:76. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:76 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:77. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

RS 12:77 - Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
Acts 1968, No. 105, §1; Acts 2014, No. 326, §5, eff. Jan. 1, 2015.