2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1444. Reinstatement of terminated corporation

RS 12:1-1444 - Reinstatement of terminated corporation
A. A terminated corporation may be reinstated if the corporation satisfies both of the following conditions:
(1) It was not dissolved by a judgment of dissolution.
(2) It requests reinstatement in accordance with this Section no later than five years after the effective date of its articles or certificate of termination.
B. If the corporation was terminated administratively under R.S. 12:1-1442, the articles of reinstatement shall be approved by either of the following:
(1) A director or officer listed in the corporation's last annual report before its termination.
(2) A director of the corporation elected by the shareholders of the corporation after the last annual report, regardless of whether the director was elected before or after the administrative termination.
C. If the corporation was terminated after its dissolution or termination was authorized by a vote of shareholders, then all of the following actions are required:
(1) The reinstatement of the corporation shall be approved by the same vote that was required to approve the dissolution or termination, by the persons who were shareholders at the time that the dissolution or termination was approved by the shareholders.
(2) The persons entitled to vote on the reinstatement shall elect a board of directors for the reinstated corporation.
(3) The board of directors elected in accordance with Paragraph (C)(2) of this Section shall elect officers for the reinstated corporation.
D. A corporation may request reinstatement by delivering to the secretary of state for filing articles of reinstatement and an annual report. The articles of reinstatement and the annual report shall be signed by an officer or director of the corporation who is entitled to approve the articles under Subsection B of this Section or, in the case of a reinstatement authorized in accordance with Subsection C of this Section, by a director or officer elected in accordance with that Subsection. The annual report shall be accompanied by a written consent to appointment signed by the registered agent named in the annual report.
E. The articles of reinstatement shall state all of the following:
(1) The name of the corporation.
(2) That the reinstatement was approved in accordance with either of the following:
(a) R.S. 12:1-1444(B).
(b) R.S. 12:1-1444(C), and that the directors and officers listed in the annual report accompanying the articles of reinstatement were elected in accordance with that Subsection. If the annual report is not yet due, the report to be made in compliance with this Subsection shall be provided in a separate written statement.
(3) That the corporation is reinstated, effective retroactively as if the corporation had never been terminated.
F. The secretary of state shall file the articles of reinstatement only if both of the following conditions are satisfied:
(1) The articles are delivered for filing to the secretary of state within five years after the effective date of the articles or certificate of termination for the corporation.
(2) The fee is paid for the filing of an annual report for each year between the corporation's last annual report and the year in which corporation is reinstated.
G. In addition to the reinstatement authorized by Subsections A through F of this Section, if the administrative termination of a corporation occurred because of an error in the records of the secretary of state not caused by the corporation, the secretary of state shall file a certificate of reinstatement that states that the certificate of termination was filed in error, and that the corporation is reinstated, with retroactive effect as if the termination had never occurred.
H. When the secretary of state files a certificate or articles of reinstatement, the existence of the terminated corporation is reinstated retroactively, and the corporation continues to exist as if the termination had never occurred.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.