reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1020. Amendment by board of directors or shareholders

RS 12:1-1020 - Amendment by board of directors or shareholders
A. A corporation's shareholders may amend or repeal the corporation's bylaws.
B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist:
(1) The articles of incorporation, R.S. 12:1-1021 or, if applicable, R.S. 12:1-1022 reserve that power exclusively to the shareholders in whole or part.
(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1021. Bylaw increasing quorum or voting requirement for directors

RS 12:1-1021 - Bylaw increasing quorum or voting requirement for directors
A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed under either of the following circumstances:
(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.
(2) If adopted by the board of directors, either by the shareholders or by the board of directors.
B. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
C. Action by the board of directors under Subsection A of this Section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1022. Public corporation bylaw provisions relating to the election of directors

RS 12:1-1022 - Public corporation bylaw provisions relating to the election of directors
A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a public corporation may elect in its bylaws to provide a means for a shareholder to vote against the election of an individual to serve as a director and, notwithstanding a director's election by plurality vote, to limit the term or require the resignation of any director who receives more votes against than for his or her election.
B. The expiration of a limited term, or the resignation of a director, pursuant to a bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810.
C. A bylaw authorized by this Section may be repealed by either of the following:
(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.
(2) If adopted by the board of directors, by the board of directors or the shareholders.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1101. Definitions

RS 12:1-1101 - Definitions
As used in this Part, the following meanings shall apply:
A. "Merger" means a business combination pursuant to R.S. 12:1-1102.
B. "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will do any of the following:
(1) Merge under a plan of merger.
(2) Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange.
(3) Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
C. "Share exchange" means a business combination pursuant to R.S. 12:1-1103.
D. "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1105. Merger between parent and subsidiary or between subsidiaries

RS 12:1-1105 - Merger between parent and subsidiary or between subsidiaries
A. Unless the articles of incorporation of any of the corporations otherwise provide, or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized, a domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may do either of the following:
(1) Merge the subsidiary into itself or into another such subsidiary without the approval of the shareholders of the parent corporation or board of directors or shareholders of the subsidiary.
(2) Merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary.
B. If under Subsection A of this Section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
C. As a result of a merger pursuant to this Section, the articles of incorporation of the parent corporation may be amended only as provided in R.S. 12:1-1005.
D. Except as provided in Subsections A, B, and C of this Section, a merger between a parent and a subsidiary shall be governed by the provisions of this Part applicable to mergers generally.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1106. Articles of merger or share exchange

RS 12:1-1106 - Articles of merger or share exchange
A. After a plan of merger or share exchange has been adopted and approved as required by this Part, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. Articles of merger need not be signed on behalf of any subsidiary that is a party to a merger authorized without the approval of the subsidiary's board of directors or shareholders as permitted by R.S. 12:1-1105(A). The articles shall set forth all of the following:
(1) The names of the parties to the merger or share exchange. In the case of a merger, the name of the surviving entity. In the case of a share exchange, the name of the corporation whose shares will be acquired and the name of the acquiring corporation.
(2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation.
(3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this Subpart and the articles of incorporation.
(4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect.
(5) As to each eligible entity or foreign corporation that was a party to the merger or share exchange, a statement that the participation of the eligible entity or foreign corporation was duly authorized as required by the organic law of the eligible entity or corporation.
B. Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange, and shall take effect at the effective time provided in R.S. 12:1-123. Articles of merger or share exchange filed under this Section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this Section and the other organic law.
C. Within thirty days of the date that articles of merger take effect, a duplicate original or certified copy of the articles shall be filed in the conveyance records of each parish in this state in which any of the parties to the merger has immovable property.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2022, No. 193, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1108. Abandonment of a merger or share exchange

RS 12:1-1108 - Abandonment of a merger or share exchange
A. Unless otherwise provided in a plan of merger or share exchange or in the laws under which an eligible entity or foreign business corporation that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this Part, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
B. If a merger or share exchange is abandoned under Subsection A of this Section after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this Section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1201. Disposition of assets not requiring shareholder approval

RS 12:1-1201 - Disposition of assets not requiring shareholder approval
No approval of the shareholders of a corporation is required for any of the following actions, unless the articles of incorporation otherwise provide:
(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business.
(2) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business.
(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation.
(4) To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares, provided that the distribution does not violate the rights of any class or series of shares.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1303. Assertion of rights by nominees and beneficial shareholders

RS 12:1-1303 - Assertion of rights by nominees and beneficial shareholders
A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this Subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
B. A beneficial shareholder and voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in R.S. 12:1-1322(B)(2)(b), and does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or voting trust beneficial owner.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1321. Notice of intent to demand appraisal and consequences of voting or consenting

RS 12:1-1321 - Notice of intent to demand appraisal and consequences of voting or consenting
A. If a corporate action specified in R.S. 12:1-1302(A) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must do both of the following:
(1) Deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand appraisal if the proposed action is effectuated.
(2) Not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
B. If a corporate action specified in R.S. 12:1-1302(A) is to be approved by written consent, a shareholder may assert appraisal rights with respect to a class or series of shares only if the shareholder does not sign a consent in favor of the proposed action with respect to that class or series of shares.
C. A shareholder who fails to satisfy the requirements of Subsection A or B of this Section is not entitled to appraisal under this Part.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1322. Appraisal notice and form

RS 12:1-1322 - Appraisal notice and form
A. If a corporate action requiring appraisal rights under R.S. 12:1-1302(A) becomes effective, the corporation must send a written appraisal notice and the form required by Paragraph (B)(1) of this Section to all shareholders who satisfy the requirements of R.S. 12:1-1321(A) or R.S. 12:1-1321(B). In the case of a merger under R.S. 12:1-1105, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
B. The appraisal notice must be delivered no earlier than the date the corporate action specified in R.S. 12:1-1302(A) became effective, and no later than ten days after such date, and must do all of the following:
(1) Supply a form that requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction.
(2) State all of the following:
(a) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under Subparagraph (B)(2)(b) of this Section.
(b) A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the appraisal notice is sent pursuant to Subsection A of this Section, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.
(c) The corporation's estimate of the fair value of the shares.
(d) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in Subparagraph (B)(2)(b) of this Section the number of shareholders who return the forms by the specified date and the total number of shares owned by them.
(e) The date by which the notice to withdraw under R.S. 12:1-1323 must be received, which date must be at least twenty days after the date specified in Subparagraph (B)(2)(b) of this Section.
(3) Be accompanied by a copy of this Part.
C. A corporation may elect to withhold payment as permitted by R.S. 12:1-1325 only if the form required by Subsection B of this Section does both of the following:
(1) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action.
(2) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1323. Perfection of rights and right to withdraw

RS 12:1-1323 - Perfection of rights and right to withdraw
A. A shareholder who receives notice pursuant to R.S. 12:1-1322 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to R.S. 12:1-1322(B)(2)(b). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to R.S. 12:1-1322(B)(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under R.S. 12:1-1325. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to Subsection B of this Section.
B. A shareholder who has complied with Subsection A of this Section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to R.S. 12:1-1322(B)(2)(e). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
C. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in R.S. 12:1-1322(B), shall not be entitled to payment under this Part.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1324. Payment

RS 12:1-1324 - Payment
A. Except as provided in R.S. 12:1-1325, within thirty days after the form required by R.S. 12:1-1322(B)(2)(b) is due, the corporation shall pay in cash to those shareholders who complied with R.S. 12:1-1323(A) the amount the corporation estimates to be the fair value of their shares, plus interest.
B. Except as provided in Subsection C of this Section, the payment to each shareholder pursuant to Subsection A of this Section must be accompanied by all of the following:
(1)(a) The annual financial statements specified in R.S. 12:1-1620(B) of the corporation that issued the shares to be appraised, which shall be of a date ending not more than sixteen months before the date of payment and shall comply with R.S. 12:1-1620(B); provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information.
(b) The latest available quarterly financial statements of such corporation, if any.
(2) A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to R.S. 12:1-1322(B)(2)(c).
(3) A statement that shareholders described in Subsection A of this Section have the right to demand further payment under R.S. 12:1-1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this Part.
C. The financial information described in Paragraph (B)(1) of this Section need not accompany the corporation's payment under Subsection A of this Section if the corporation has earlier delivered to the shareholder financial information that meets the requirements of Paragraph (B)(1) of this Section as of the time of the payment.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1325. After-acquired shares

RS 12:1-1325 - After-acquired shares
A. A corporation may elect to withhold payment required by R.S. 12:1-1324 from any shareholder who was required to, but did not, certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date specified in the appraisal notice sent in accordance with R.S. 12:1-1322(B)(1) and R.S. 12:1-1322(C).
B. If the corporation elects to withhold payment under Subsection A of this Section, it must, within thirty days after the form required by R.S. 12:1-1322(B)(2)(b) is due, notify all shareholders who are described in Subsection A of this Section of all of the following:
(1) The information required by R.S. 12:1-1324(B)(1).
(2) The corporation's estimate of fair value pursuant to R.S. 12:1-1324(B)(2).
(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under R.S. 12:1-1326.
(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer.
(5) That those shareholders who do not satisfy the requirements for demanding appraisal under R.S. 12:1-1326 shall be deemed to have accepted the corporation's offer.
C. Within ten days after receiving the shareholder's acceptance pursuant to Subsection B of this Section, the corporation must pay in cash the amount it offered under Paragraph (B)(2) of this Section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
D. Within forty days after sending the notice described in Subsection B of this Section, the corporation must pay in cash the amount it offered to pay under Paragraph (B)(2) of this Section to each shareholder described in Paragraph (B)(5) of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1326. Procedure if shareholder dissatisfied with payment or offer

RS 12:1-1326 - Procedure if shareholder dissatisfied with payment or offer
A. A shareholder paid pursuant to R.S. 12:1-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under R.S. 12:1-1324. A shareholder offered payment under R.S. 12:1-1325 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.
B. A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under Subsection A of this Section within thirty days after receiving the corporation's payment or offer of payment under R.S. 12:1-1324 or 1-1325, respectively, waives the right to demand payment under this Section and shall be entitled only to the payment made or offered pursuant to those respective Sections.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1330. Court action

RS 12:1-1330 - Court action
A. If a shareholder makes demand for payment under R.S. 12:1-1326 which remains unsettled, the corporation shall commence a summary proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to R.S. 12:1-1326, plus interest, within ten days after the expiration of the sixty-day period.
B. The corporation shall commence the proceeding in the district court of the parish where the corporation's principal office or, if none, its registered office in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the parish in this state where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.
C. The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, and all parties must be served with a copy of the petition. Nonresidents may be served as provided by law.
D. The jurisdiction of the court in which the proceeding is commenced under Subsection B of this Section is exclusive. The court may appoint an appraiser to file a written report with the court on the question of fair value. The appraiser shall have the powers described in the appointing order, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. If the court appoints an appraiser, the appraiser's written report shall be treated as the report of an expert witness, and the corporation and shareholders demanding appraisal shall be entitled to depose and to examine and cross-examine the appraiser as an expert witness.
E. Each shareholder made a party to the proceeding is entitled to judgment for either of the following:
(1) The amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares.
(2) The fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under R.S. 12:1-1325.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1331. Court costs and expenses

RS 12:1-1331 - Court costs and expenses
A. The court in an appraisal proceeding commenced under R.S. 12:1-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Part.
B. The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable against either of the following:
(1) The corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of R.S. 12:1-1320, 1-1322, 1-1324, or 1-1325.
(2) Either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Part.
C. If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefitted.
D. To the extent the corporation fails to make a required payment pursuant to R.S. 12:1-1324, 1-1325, 1-1326, or 1-1330(A), the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit. The shareholder's right to enforce the corporation's payment obligation under this Subsection is perempted five years after the date that the payment by the corporation becomes due under the relevant provision.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1340. Other remedies limited

RS 12:1-1340 - Other remedies limited
A. The legality of a proposed or completed corporate action described in R.S. 12:1-1302(A) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in any proceeding commenced by a shareholder after the shareholders have approved the corporate action.
B. The appraisal rights provided by this Part are the exclusive remedy of a shareholder in connection with a corporate action for which R.S. 12:1-1302 makes appraisal rights available if either of the following conditions is satisfied:
(1) The shareholder is not subject to the requirements of R.S. 12:1-1321(A)(1) concerning the delivery of a written notice of the shareholder's intent to assert appraisal rights.
(2) The corporation waives the requirements of R.S. 12:1-1321(A)(1).
C. If Subsection B of this Section makes appraisal rights the exclusive remedy of a shareholder, then the shareholder shall not have any other cause of action for damages or for any other form of relief against the corporation, or any director, officer, employee, agent, or controlling person of the corporation, in connection with the corporate action for which R.S. 12:1-1302 makes appraisal rights available.
D. If the corporation waives the requirements of R.S. 12:1-1321(A)(1), a shareholder may assert appraisal rights without complying with those requirements. A corporation waives the requirements of R.S. 12:1-1321(A)(1) by sending shareholders the notice specified in R.S. 12:1-1320(A)(2).
E. Subsections A, B, and C of this Section do not apply to a corporate action that is any of the following:
(1) Not authorized and approved in accordance with the applicable provisions of any of the following:
(a) Part 9, 10, 11, or 12 of this Chapter.
(b) The articles of incorporation or bylaws.
(c) The resolution of the board of directors authorizing the corporate action.
(2) [Reserved.]
(3) [Reserved.]
(4) Approved by less than unanimous consent of the voting shareholders pursuant to R.S. 12:1-704 if both of the following requirements are met:
(a) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected.
(b) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
F. Subsections B and C of this Section do not affect any right of a shareholder that is provided by the terms of the corporate action itself if the shareholder does not assert, or loses the right to enforce, appraisal rights under this Part.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1402. Dissolution by board of directors and shareholders

RS 12:1-1402 - Dissolution by board of directors and shareholders
A. A corporation's board of directors may propose dissolution for submission to the shareholders.
B. For a proposal to dissolve to be adopted, both of the following requirements must be met:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders.
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in Subsection E of this Section.
C. The board of directors may condition its submission of the proposal for dissolution on any basis.
D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
E. Unless the articles of incorporation or the board of directors acting pursuant to Subsection C of this Section require a greater vote or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of at least a majority of the votes entitled to be cast.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1403. Articles of dissolution

RS 12:1-1403 - Articles of dissolution
A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following:
(1) The name of the corporation.
(2) The date dissolution was authorized.
(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation.
B. A corporation is dissolved upon the effective date of its articles of dissolution.
C. For purposes of this Subpart, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
D. The secretary of state shall deliver a notice of the filing of the articles of dissolution to all of the following:
(1) The secretary of the Department of Revenue.
(2) The secretary of the Department of Environmental Quality.
(3) The administrator of the Louisiana Employment Security Law.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1404. Revocation of dissolution

RS 12:1-1404 - Revocation of dissolution
A. A corporation that is not terminated may revoke its dissolution within one hundred and twenty days of its effective date.
B. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth all of the following:
(1) The name of the corporation.
(2) The effective date of the dissolution that was revoked.
(3) The date that the revocation of dissolution was authorized.
(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect.
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.
(6) If shareholder action was required to revoke the dissolution, the information required by R.S. 12:1-1403(A)(3).
D. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
F. A dissolution under R.S. 12:1-1438 is not revocable.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1405. Effect of dissolution

RS 12:1-1405 - Effect of dissolution
A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:
(1) Collecting its assets.
(2) Disposing of its properties that will not be distributed in kind to its shareholders.
(3) Discharging or making reasonable provision for discharging its liabilities.
(4) Distributing its remaining property among its shareholders according to their interests.
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
B. Dissolution of a corporation does not do any of the following:
(1) Transfer title to the corporation's property.
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records.
(3) Subject its directors or officers to standards of conduct different from those prescribed in Part 8 of this Chapter.
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name.
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the corporation.
C. The limitation imposed by Subsection A of this Section on the business to be conducted by a dissolved corporation does not do either of the following:
(1) Require the corporation to discontinue operations in any part of its business that the corporation plans to sell as a going concern in connection with the winding up and liquidation of the corporation's affairs.
(2) Affect any right acquired by a third person before the third person knows or has reason to know that the corporation is dissolved.
D. The filing of articles of dissolution by a corporation does not by itself give a third person knowledge or reason to know that the corporation is dissolved.
E. The provisions of Code of Civil Procedure Articles 692 and 740 do not apply to a dissolved corporation that has not been terminated. A dissolved and unterminated corporation continues to be the proper party plaintiff under Code of Civil Procedure Article 690 and the proper party defendant under Code of Civil Procedure Article 739. An action by or against a terminated corporation is governed by R.S. 12:1-1443.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1406. Known claims against dissolved corporation

RS 12:1-1406 - Known claims against dissolved corporation
A. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
B. The written notice must do all of the following:
(1) Describe information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred and twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim.
(4) State that the claim will be extinguished by peremption if not received by the deadline.
C. A claim against the dissolved corporation is perempted by either of the following:
(1) If a claimant who was given written notice under Subsection B of this Section does not deliver the claim to the dissolved corporation by the deadline.
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim by the deadline stated in the rejection notice for the commencement of an enforcement proceeding, which may not be fewer than ninety days after the effective date of the rejection notice.
D. For purposes of this Section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1407. Other claims against dissolved corporation

RS 12:1-1407 - Other claims against dissolved corporation
A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
B. The notice must do all of the following:
(1) Be published one time in a newspaper of general circulation in the parish where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located.
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
(3) State that a claim against the dissolved corporation will be extinguished by peremption unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
C. If the dissolved corporation publishes a newspaper notice in accordance with Subsection B of this Section, any claim not earlier perempted by R.S. 12:1-1406(C) is perempted unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice.
D. A claim that is not perempted by R.S. 12:1-1406(C) or 1-1407(C) may be enforced against either of the following:
(1) The dissolved corporation, to the extent of its undistributed assets.
(2) Except as provided in R.S. 12:1-1408(D), if the assets have been distributed in liquidation, a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this Section may not exceed the total amount of assets distributed to the shareholder.
E. A proceeding to enforce the liability of a shareholder under Paragraph (D)(2) of this Section is perempted unless it is commenced within two years after the date that the assets were distributed to the shareholder.
F. For purposes of this Section, the term "claim" includes a claim of any kind, including a contingent liability and a claim based on an event occurring after the effective date of dissolution.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1408. Court proceedings

RS 12:1-1408 - Court proceedings
A. A dissolved corporation that has published a notice under R.S. 12:1-1407 may file an application with the district court of the parish where the dissolved corporation's principal office or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under R.S. 12:1-1407(C).
B. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
C. The court shall appoint an attorney at law to represent all claimants whose identities or whereabouts are unknown in any proceeding brought under this Section, as if those claimants were absentee defendants under Code of Civil Procedure Article 5091. The reasonable fees and expenses of the appointed attorney, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
D. Provision by the dissolved corporation for security in the amount and the form ordered by the court under Subsection A of this Section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1409. Responsibility of the board of directors

RS 12:1-1409 - Responsibility of the board of directors
A. The board of directors of a dissolved corporation is responsible for winding up and liquidating the business and affairs of the corporation as contemplated by R.S. 12:1-1405 (A). The board of directors may authorize a distribution to shareholders only after the corporation pays, or makes reasonable provision to pay, all obligations owed by the corporation as contemplated by R.S. 12:1-1405(A).
B. Directors of a dissolved corporation which has disposed of claims under R.S. 12:1-1406, 1-1407, or 1-1408 shall not be liable for breach of Subsection A of this Section with respect to claims against the dissolved corporation that are barred or satisfied under R.S. 12:1-1406, 1-1407, or 1-1408.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1410. Certain sections in Subpart A applicable to all dissolved corporations

RS 12:1-1410 - Certain sections in Subpart A applicable to all dissolved corporations
R.S. 12:1-1405 through 1-1409 apply to a dissolved corporation regardless of whether the dissolution is voluntary or judicial.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1411. §§1-1411 – 1-1429 [Reserved]

SUBPART B. ADMINISTRATIVE DISSOLUTION
§§1-1411 - 1-1429 [Reserved]
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.