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2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:806. Certificate of stock

RS 12:806 - Certificate of stock
A.(1) Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held by a qualified person, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of legal services by, the corporation, or to have access to any records or communications pertaining to legal services rendered by, or any other affairs of, the corporation."
(2) Each certificate of stock representing a nonvoting share shall contain a statement that such shares are nonvoting shares.
B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:809.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:22,* no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:906 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1985, No. 535, §1, eff. July 12, 1985; Acts 1991, No.225, §1.
*NOTE: REPEALED. SEE HISTORICAL NOTE UNDER THIS SECTION IN WEST'S LSA.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:807. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:807 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional law corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:907 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:808. Action of shareholders

RS 12:808 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional law corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:908 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:809. Shareholders' agreements

RS 12:809 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional law corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:909 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:810. Directors

RS 12:810 - Directors
Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:910 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:811. Officers and agents

RS 12:811 - Officers and agents
A. Only voting shareholders may be officers. If there is only one voting shareholder, all offices may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only qualified persons duly licensed to practice law in this state may render legal services in this state on behalf of a professional law corporation. Nothing in this Section shall be construed to prohibit a qualified person from rendering legal services on behalf of a professional law corporation organized pursuant to this Chapter in any other state, territory of the United States, or the District of Columbia in accordance with the rules and regulations of such state.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:911 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:812. Merger and consolidation

RS 12:812 - Merger and consolidation
Professional law corporations may be merged into or consolidated only with other professional law corporations.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:912 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:813. Dissolution

RS 12:813 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional law corporation.
B. In the event of the death of a shareholder of a professional law corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of his succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:913 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1972, No. 79, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:814. Certification of foreign professional law corporation

RS 12:814 - Certification of foreign professional law corporation
A. A foreign professional law corporation organized pursuant to the laws of any state, other than Louisiana, or territory of the United States, or District of Columbia shall be entitled to procure a certificate of authority to render professional legal services in Louisiana only if:
(1) A professional law corporation organized pursuant to this Chapter would be entitled to procure a certificate of authority or equivalent authority to render professional legal services in the state under whose laws the foreign professional law corporation is organized.
(2) The foreign professional law corporation satisfies the requirements of R.S. 12:803, 804, and 805(A).
(3) The foreign professional law corporation designates with the secretary of state, the qualified person or persons duly licensed to practice in this state through whom it will render professional legal services in Louisiana, and such qualified persons are not, at the time of such designation, so designated by any other foreign professional law corporation.
(4) All the shareholders, officers, and directors of the foreign professional law corporation are licensed to practice law in at least one qualified state.
(5) The foreign professional law corporation includes in its application, a statement acknowledging that it will be subject to the jurisdiction of the Louisiana Supreme Court with respect to the court's authority to adopt rules and regulations governing the practice of law in Louisiana.
B. No foreign professional law corporation shall maintain an office or transact business in Louisiana until it has obtained a certificate of authority to render professional legal services in Louisiana.
C. A foreign professional law corporation shall be subject to the provisions of Chapter 3 of this Title, as the same may from time to time be amended, except to the extent such provisions are inconsistent with this Chapter.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:914 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:815. Regulation by Supreme Court

RS 12:815 - Regulation by Supreme Court
Professional law corporations shall be subject to the discipline of the Supreme Court, and to the Supreme Court's authority to adopt rules and regulations governing the practice of law.
Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:915 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1991, No. 225, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:901. Terms defined

RS 12:901 - Terms defined
A. As used in this Chapter, "professional medical corporation" means a corporation organized pursuant to this Chapter for the practice of medicine or podiatry.
B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.
Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:902. Professional corporations

RS 12:902 - Professional corporations
One or more natural persons, of full age and duly licensed to practice medicine or podiatry in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing medicine or podiatry. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:903. The corporate name

RS 12:903 - The corporate name
The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor medical partnership, or it may consist of any other name approved by the secretary of state. The name shall end with one of the phrases (which may be in parentheses) "A Professional Medical Corporation," "A Professional Corporation" or "A Medical Corporation." The name may include "Limited" or "Ltd." The name need not contain "Incorporated" or "Inc."
Added by Acts 1968, No. 27, §1. Amended by Acts 1977, No. 450, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:904. Corporate authority

RS 12:904 - Corporate authority
A professional medical corporation shall engage in no business other than the practice of medicine or podiatry, but may hold property for investment or in connection with its medical practice.
Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:905. Shares

RS 12:905 - Shares
A. There shall be only one class of shares of a professional medical corporation, denominated common shares which shall be either with or without par value.
B. Either a shareholder who is a natural person duly licensed to practice medicine in this state, and who holds his shares in his own right, or another professional medical corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to medical services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:913(B).
R.S. 12:33 shall not apply to professional medical corporations.
Added by Acts 1968, No. 27, §1. Amended by Acts 1972, No. 319, §1; Acts 1979, No. 172, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:906. Certificate of stock

RS 12:906 - Certificate of stock
A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice medicine in the state of Louisiana or by another professional medical corporation, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of medical services by, the corporation, or to have access to any records or communications pertaining to medical services rendered by, or any other affairs of, the corporation."
B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:909.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:22,1 no restriction upon the transfer of shares, unless, in either event, such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1968, No. 27, §1. Amended by Acts 1982, No. 870, §1.
1As it appears in Act 27 of 1968.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:907. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:907 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to, or holder of, shares of a professional medical corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1968, No. 27, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:908. Action of shareholders

RS 12:908 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional medical corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1968, No. 27, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:909. Shareholders' agreements

RS 12:909 - Shareholders' agreements
A. Any lawful provision regulating the affairs of a professional medical corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.
B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.
Added by Acts 1968, No. 27, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:910. Directors

RS 12:910 - Directors
Only voting shareholders, or voting shareholders of another professional medical corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.
Added by Acts 1968, No. 27, §1. Amended by Acts 1979, No. 172, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:911. Officers and agents

RS 12:911 - Officers and agents
A. Only voting shareholders, or voting shareholders of another professional medical corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.
B. Only natural persons duly licensed to practice medicine or podiatry in this state may render medical services on behalf of a professional medical corporation.
Added by Acts 1968, No. 27, §1. Amended by Acts 1979, No. 172, §3; Acts 2005, No. 304, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:913. Dissolution

RS 12:913 - Dissolution
A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional medical corporation.
B. In the event of the death of a shareholder of a professional medical corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.
Added by Acts 1968, No. 27, §1. Amended by Acts 1972, No. 134, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:914. Regulation by Louisiana State Board of Medical Examiners

RS 12:914 - Regulation by Louisiana State Board of Medical Examiners
Professional medical corporations shall be subject to the discipline of the Louisiana State Board of Medical Examiners and to its authority to adopt rules and regulations governing the practice of medicine or podiatry.
Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:951. Terms defined

RS 12:951 - Terms defined
As used in this Chapter, the following words and phrases, unless differently defined or described, shall have the meanings and references as follows:
(1) "Corporation" means a Louisiana industrial development corporation created under this Chapter.
(2) "Financial institution" means any banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds.
(3) "Member" means any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this Chapter, upon its call, and in accordance with the provisions of this Chapter.
(4) "Board of directors" means the board of directors of the corporation created under this Chapter.
(5) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provisions of this Chapter.
Acts 1969, No. 49, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:954. Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members

RS 12:954 - Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members
Notwithstanding any provision of law to the contrary or any provision in their respective charters, agreements of association, articles of organization, or trust indentures:
(1) Any person, including all domestic corporations organized for the purpose of carrying on business with this state, and further including without implied limitation public utility companies and insurance companies, and foreign corporations licensed to do business within this state, and all financial institutions as defined herein, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state except as otherwise provided in this Chapter; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;
(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and
(3) Each financial institution that becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by the corporation, or the shares of the capital stock of the corporation, and while the owner of the stock, such financial institution shall have the authority to exercise all the rights, powers, and privileges of ownership, including the right to vote, all without the approval of any regulatory authority of the state. However, the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted in this Section shall not exceed ten percent of the loan limit of such member.
(4) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted in this Section is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
Acts 1969, No. 49, §4; Acts 2003, No. 292, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:956. Duration of membership; notice of withdrawal

RS 12:956 - Duration of membership; notice of withdrawal
Membership in the corporation shall be for the duration of the corporation; provided that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice.
A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of said member.
Acts 1969, No. 49, §6.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:957. Powers of stockholders and members; voting

RS 12:957 - Powers of stockholders and members; voting
The stockholders and the members of the corporation shall have the following powers of the corporation:
(1) To determine the number of and elect directors as provided in R.S. 12:959;
(2) To make, amend, and repeal bylaws;
(3) To amend its charter as provided in R.S. 12:958;
(4) To dissolve the corporation as provided in R.S. 12:965;
(5) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress,1 or other similar federal laws now or hereafter enacted;
(6) To exercise such other of the powers of the corporation consistent with this Chapter as may be conferred on the stockholders and the members by the bylaws.
As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes, and except as otherwise herein provided, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.
Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined under R.S. 12:955(3)(b).
Acts 1969, No. 49, §7.
115 U.S.C.A. §§77c, 77ddd, 80a-18, 633, 636, 661, 662, 671, 672, 681-688, 691, 695, 696.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:958. Amendment of articles; certification of amendment

RS 12:958 - Amendment of articles; certification of amendment
The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided that no amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued, or which eliminates or curtails the right of the state comptroller to examine the corporation or the obligation of the corporation to make reports as provided in R.S. 12:962, shall be made; and provided further that no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided herein, or affects a member's voting rights as provided herein, shall be made without the consent of each member affected by such amendment.
Within thirty days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the secretary of state who shall examine them, and if he finds that they conform to the requirements of this Chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the secretary of state, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.
Acts 1969, No. 49, §8.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:959. Officers; board of directors; responsibility for losses

RS 12:959 - Officers; board of directors; responsibility for losses
A.(1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other such officers and agents as the corporation by its bylaws shall authorize.
(2) The board of directors shall consist of not less than fifteen nor more than twenty-one directors, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those conferred by law or by the bylaws of the corporation upon the stockholders or members and it shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as provided in this Subsection. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within ninety days after the approval of the articles of incorporation at a special meeting as provided in this Subsection.
(3) At each annual meeting or at each special meeting held as provided in this Subsection, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
B. Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
Acts 1969, No. 49, §9; Acts 2003, No. 292, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:960. Retention of earned surplus

RS 12:960 - Retention of earned surplus
Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
Acts 1969, No. 49, §10.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:961. Deposits

RS 12:961 - Deposits
The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.
Acts 1969, No. 49, §11.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:962. Annual audit

RS 12:962 - Annual audit
The corporation shall be examined at least once annually by the banking commissioner and shall make reports of its condition not less than annually to said banking commissioner and more frequently upon call of the banking commissioner, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the banking commissioner and secretary of state. The corporation shall pay the actual cost of said examinations. The banking commissioner shall exercise the same power and authority over corporations organized under this Chapter as is now exercised over banks and trust companies by the provisions of the Louisiana Banking Code, where such banking code is not in conflict with this Chapter.
Acts 1969, No. 49, §12.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:963. Initial meeting of incorporators; quorum

RS 12:963 - Initial meeting of incorporators; quorum
The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.
At such first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk; by the adoption of bylaws; by the election by ballot of directors; and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.
Acts 1969, No. 49, §13.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:964. Duration of corporation

RS 12:964 - Duration of corporation
The period of duration of the corporation shall be fifty years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in R.S. 12:965.
Acts 1969, No. 49, §14.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:965. Dissolution; distribution of assets

RS 12:965 - Dissolution; distribution of assets
The corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members who are also creditors of the corporation have been paid in full.
Acts 1969, No. 49, §15; Acts 2003, No. 292, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:967. State development company; federal definition

RS 12:967 - State development company; federal definition
Any corporation organized under the provisions of this Chapter shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress,1 or any other similar federal legislation, and shall be authorized to operate on a statewide basis.
Acts 1969, No. 49, §17.
115 U.S.C.A. §§77c, 77ddd, 80a-18, 633, 636, 661, 662, 671, 672, 681-688, 691, 695, 696.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:968. Tax exemptions, credits and privileges applicable

RS 12:968 - Tax exemptions, credits and privileges applicable
Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this Chapter.
Acts 1969, No. 49, §18.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:969. License fees

RS 12:969 - License fees
Every corporation organized and engaged in business under the provisions of this Chapter shall pay an annual state occupational license tax of fifty dollars. In addition, parishes and municipalities are authorized to levy the occupational license taxes as prescribed; however, no parish or municipality shall levy any such occupational license tax in an amount greater than those prescribed.
Acts 1969, No. 49, §19; Acts 2003, No. 292, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:971. Applicability of Louisiana business corporation law

RS 12:971 - Applicability of Louisiana business corporation law
The corporation shall be subject to all of the provisions of Chapter 1 of this Title, as amended from time to time, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Acts 1984, No. 890, §1, eff. July 20, 1984.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:972. Savings clause

RS 12:972 - Savings clause
Nothing herein contained shall be interpreted or construed as disapproving any act, action, or conduct which is or has been or may be in accordance with existing law, prior to amendment, nor shall anything herein contained be interpreted or construed as approving any act, action, or conduct which is or has been or may be in violation of existing law.
Acts 1984, No. 890, §1, eff. July 20, 1984.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:981. Terms defined

RS 12:981 - Terms defined
As used in this Chapter:
A. "Professional dental corporation" means a corporation organized pursuant to this Chapter for the practice of dentistry.
B. "Professional dental limited liability company" means a limited liability company organized pursuant to this Chapter for the practice of dentistry.
C. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning.
Added by Acts 1970, No. 127, §1; Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:982. Professional corporations

RS 12:982 - Professional corporations
One or more natural persons of full age and duly licensed to practice dentistry in this state may form a corporation under Chapter 1 of this Title for the purpose of practicing dentistry. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
Added by Acts 1970, No. 127, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:982.1. Professional limited liability companies

RS 12:982.1 - Professional limited liability companies
One or more natural persons of full age and duly licensed to practice dentistry in this state may form a limited liability company under Chapter 22 of this Title for the purpose of practicing dentistry. Such limited liability company shall be subject to the provisions of Chapter 1 as the same may from time to time be amended, except to the extent that the provisions are inconsistent with provisions of this Chapter.
Acts 1995, No. 488, §1; Acts 2001, No. 476, §1, eff. June 21, 2001.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:983. Corporate and limited liability company name

RS 12:983 - Corporate and limited liability company name
A. The corporate name shall consist of the full name or names as used on the license to practice dentistry issued by the Louisiana State Board of Dentistry of one or more voting shareholders, may include "Limited" or "Ltd.", and shall end with one of the phrases, which may be in parentheses, "A Professional Dental Corporation", "A Professional Corporation", or "A Dental Corporation". The name need not contain "Incorporated" or "Inc."
B. The name of the limited liability company shall consist of the full names as used on the license to practice dentistry issued by the Louisiana State Board of Dentistry of all participating members and shall contain the words "limited liability company", the abbreviation "L.L.C." or the abbreviation "L.C.", as required in R.S. 12:1306(A)(1).
C. This Section shall apply to all dental practices as defined in Chapter 9 of Title 37 of the Louisiana Revised Statutes of 19501 whether or not said dental practices are in conformity herewith prior to August 15, 1995.
Added by Acts 1970, No. 127, §1. Amended by Acts 1975, No. 232, §1; Acts 1979, No. 400, §1, eff. July 11, 1979; Acts 1995, No. 488, §1.
1R.S. 37:751 et seq.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:984. Corporate and limited liability company authority

RS 12:984 - Corporate and limited liability company authority
A professional dental corporation or limited liability company shall engage in no business other than the practice of dentistry, but may hold property for investment or in connection with its dental practice.
Added by Acts 1970, No. 127, §1. Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:985. Shares

RS 12:985 - Shares
A. There shall be only one class of shares of professional dental corporations, denominated common shares, which shall be either with or without par value.
B. Either a shareholder who is a natural person duly licensed to practice dentistry in this state, and who holds his shares in his own right, or another professional dental corporation, shall be entitled to vote such shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to dental services rendered by, or any other affairs of, the corporation, except as provided in R.S. 12:993B.
C. R.S. 12:78 shall not apply to professional dental corporations.
Added by Acts 1970, No. 127, §1. Amended by Acts 1972, No. 80, §1; Acts 1980, No. 674, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:985.1. Members

RS 12:985.1 - Members
There shall be only one class of limited liability company members with membership interest therein, all of which interest shall be owned by a natural person duly licensed to practice dentistry in this state and who holds his membership in his own right or as a professional dental corporation, who shall be entitled to vote such membership interest and to participate in the limited liability company earnings. Any other membership interest holders shall have no voting rights for any purpose whatsoever, should not participate in the limited liability company's earnings, and shall have no access to any records or communications pertaining to dental services rendered by, or any other affairs of, the limited liability company, except as provided in R.S. 12:993(B).
Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:986. Certificate of stock

RS 12:986 - Certificate of stock
A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice dentistry in the state of Louisiana or when held by another professional dental corporation, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or in the rendition of dental services by, the corporation, or to have access to any records or communications pertaining to dental services rendered by, or any other affairs of, the corporation."
B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders made pursuant to R.S. 12:989.
C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation, and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless in either event such provision or restriction is stated or summarized on the certificate representing the shares.
Added by Acts 1970, No. 127, §1. Amended by Acts 1980, No. 674, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:987. Liability of incorporators, subscribers, shareholders, directors, officers and agents

RS 12:987 - Liability of incorporators, subscribers, shareholders, directors, officers and agents
A. A subscriber to or holder of shares of a professional dental corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.
B. A shareholder shall not be personally liable for any debt or liability of the corporation.
C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.
Added by Acts 1970, No. 127, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:987.1. Liability of holder of interest in a limited liability company

RS 12:987.1 - Liability of holder of interest in a limited liability company
A holder of an interest in a limited liability company has the liability imposed by Chapter 22 of this Title. Nothing herein shall be construed as a derogation of any rights which any person may by law have against any owner of a membership interest or manager of a dental limited liability company.
Acts 1995, No. 488, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:988. Action of shareholders

RS 12:988 - Action of shareholders
Any action by, or requiring the assent of, the shareholders of a professional dental corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.
Added by Acts 1970, No. 127, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:988.1. Action of holders of membership interest

RS 12:988.1 - Action of holders of membership interest
Any action by, or requiring the assent of, the holders of a membership interest in a dental limited liability company may be taken on the affirmative vote of a majority, or such greater proportion as the dental limited liability company operating agreement may specify, in interest of the membership interest holders present or represented at a meeting duly called and held upon due notice, at which a quorum is present or represented.
Acts 1995, No. 488, §1.