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2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-302. General powers

RS 12:1-302 - General powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and has the power to do all things necessary or convenient to carry out its business and affairs, including without limitation power to do any of the following:
(1) Sue and be sued, complain and defend in its corporate name.
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
(3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.
(4) Purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any interest in property, wherever located.
(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity.
(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any obligation by mortgage, pledge, or security interests of any kind in any of its property, franchises, or income.
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
(9) Be a promoter, partner, member, associate, or manager of any limited liability company, partnership, joint venture, trust, or other entity.
(10) Conduct its business, locate offices, and exercise the powers granted by this Chapter within or without this state.
(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.
(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation and its affiliated entities, and the dependents and families of those individuals.
(13) Make donations for the public welfare or for charitable, scientific, or educational purposes.
(14) Transact any lawful business that will aid governmental policy.
(15) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-303. Emergency powers

RS 12:1-303 - Emergency powers
A. In anticipation of or during an emergency defined in Subsection D of this Section, the board of directors of a corporation may do any of the following:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
B. During an emergency defined in Subsection D of this Section, unless emergency bylaws provide otherwise, all of the following provisions shall apply:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.
(2) Any or all directors may participate in a regular or special meeting of the board by, and the meeting may be conducted through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.
(3) A director participating in a meeting by the means authorized in Paragraph (2) of this Subsection is deemed to be present in person at the meeting.
(4) Unless the application of Paragraphs (2) and (3) of this Subsection is sufficient to attain a quorum of directors, a quorum of directors consists of the number of directors who participate in a meeting if both of the following conditions are met:
(a) Reasonable efforts have been made to provide actual knowledge of the meeting to all directors.
(b) All of the directors who have actual knowledge of the meeting, and who could participate in the meeting lawfully and without undue hardship or risk of injury, do participate in the meeting.
(5) If business is conducted at a meeting of directors at which a quorum would be present only by application of the rule in Paragraph (4) of this Subsection, a quorum of directors under Paragraph (4) of this Subsection is presumed to be present.
C. Corporate action taken in good faith during an emergency under this Section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.
D. An emergency exists for purposes of this Section if a catastrophic event makes it impracticable, without applying the rules stated in Subsection B of this Section, to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-304. Ultra vires

RS 12:1-304 - Ultra vires
A. Except as provided in Subsection B of this Section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
B. A corporation's power to act may be challenged in any of the following:
(1) A proceeding by a shareholder against the corporation to enjoin the act.
(2) A proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against a current or former director, officer, employee, or agent of the corporation.
(3) A proceeding by the attorney general under R.S. 12:1-1430.
C. In a shareholder's proceeding under Paragraph (B)(1) of this Section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act if equitable, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party to the proceeding because of enjoining the unauthorized act. If an act to be enjoined in the proceeding is the performance of a duty owed by the corporation under the terms of a contract to which the corporation is a party, the court may enjoin the act only if the other parties to the contract are joined in the proceeding.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-402. Reserved name

RS 12:1-402 - Reserved name
A. A person may reserve the exclusive use of a corporate name in its filings with the secretary of state, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable period of one hundred and twenty days.
B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
C. A terminated corporation's name is reserved by operation of law for five years after the effective date of the corporation's termination.
D. The owner of the corporate name reservation may terminate the reservation by delivering to the secretary of state a signed notice of termination.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 57, §1; Acts 2022, No. 193, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-403. Registered name

RS 12:1-403 - Registered name
A. A foreign corporation may register its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under R.S. 12:1-401(B).
B. A foreign corporation registers its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), by delivering to the secretary of state for filing an application which does both of the following:
(1) Sets forth its corporate name, or its corporate name with any addition authorized by R.S. 12:303(A)(3), the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged.
(2) Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation which is dated within ninety days of receipt by the secretary of state.
C. The name is registered for the applicant's exclusive use upon the effective date of the application.
D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application that complies with the requirements of Subsection B of this Section between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.
E. A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this Chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 367, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-501. Registered office and registered agent

RS 12:1-501 - Registered office and registered agent
Each corporation shall continuously maintain in this state both of the following:
(1) A registered office that may be, but need not be, the same as any of its places of business.
(2) A registered agent, who may be either of the following:
(a) An individual who resides in this state.
(b) A domestic or foreign corporation or other eligible entity that does all of the following:
(i) Continuously maintains an office in this state and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in this state.
(ii) Files with the secretary of state a statement setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.
(iii) Acts as the agent of a corporation for service of process as authorized by its organizational documents
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2020, No. 50, §1, eff. June 5, 2020.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-502. Change of registered office or registered agent

RS 12:1-502 - Change of registered office or registered agent
A. A corporation may change its registered office or the identity or address of its registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following information:
(1) The name of the corporation.
(2) The street address of its current registered office.
(3) If the current registered office is to be changed, the street address of the new registered office.
(4) The name and street address of its current registered agent.
(5) If the identity of the current registered agent is to be changed, the name of the new registered agent, and the new agent's signed written consent to the appointment, either on the statement or attached to it.
(6) If the street address of the registered agent is to be changed, the new street address of the registered agent.
(7) If the registered agent is a corporation or eligible entity, the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.
B. A registered agent may change its street address on the records of the secretary of state for all corporations for which it serves as registered agent by delivering to the secretary of state a statement of change that sets forth all of the following information:
(1) The name of the registered agent.
(2) The name of the corporation for which it is acting as registered agent.
(3) Its current street address to be changed.
(4) Its new street address.
(5) A certification that the registered agent has notified all of the corporations for which it serves as registered agent of the change in its address to the new street address specified in the statement of change.
C. A registered agent may satisfy the requirements of Subsection B of this Section for multiple corporations through the delivery of a single statement of change that complies with Subsection B of this Section, provides the names of all of the corporations for which the statement is to be effective, and certifies that the registered agent has notified all of those corporations of the change in its address to the new street address specified in the statement of change.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-503. Resignation of registered agent

RS 12:1-503 - Resignation of registered agent
A. A registered agent may resign the agent's appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. If the office of the registered agent is also the registered office of the corporation, the statement may include a statement that the registered office is also discontinued.
B. After filing the statement the secretary of state shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office.
C. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-504. Service on corporation

RS 12:1-504 - Service on corporation
A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. If the registered agent is a corporation or eligible entity, service of process may be made on an individual who is identified as authorized to receive service for the registered agent in a statement on file with the secretary of state.
B. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this Subsection at the earliest of the following:
(1) The date the corporation receives the mail.
(2) The date shown on the return receipt, if signed on behalf of the corporation.
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
C. This Section does not prescribe the only means, or necessarily the required means of serving a corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-601. Authorized shares

RS 12:1-601 - Authorized shares
A. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this Section, all shares of a class or series must have terms, including preferences, rights, and limitations that are identical with those of other shares of the same class or series.
B. The articles of incorporation must authorize both of the following:
(1) One or more classes or series of shares that together have unlimited voting rights.
(2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
C. The articles of incorporation may authorize one or more classes or series of shares that have any of the following characteristics:
(1) Are entitled to special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this Chapter.
(2) Are redeemable or convertible as specified in the articles of incorporation, at the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event, for cash, indebtedness, securities, or other property at prices and in amounts specified or determined in accordance with a formula.
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
(4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
D. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with R.S. 12:1-120(L).
E. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
F. The description of the preferences, rights, and limitations of classes or series of shares in Subsection C of this Section is not exhaustive.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-602. Terms of class or series determined by board of directors

RS 12:1-602 - Terms of class or series determined by board of directors
A. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following:
(1) Classify any unissued shares into one or more classes or into one or more series within a class.
(2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes.
(3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
B. If the board of directors acts pursuant to Subsection A of this Section, it must determine the terms, including the preferences, rights, and limitations, to the same extent permitted under R.S. 12:1-601, of the following:
(1) Any class of shares before the issuance of any shares of that class.
(2) Any series within a class before the issuance of any shares of that series.
C. Before issuing any shares of a class or series created under this Section, the corporation must deliver to the secretary of state for filing articles of amendment setting forth the terms determined under Subsection A of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-603. Issued and outstanding shares

RS 12:1-603 - Issued and outstanding shares
A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
B. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of Subsection C of this Section and to R.S. 12:1-640.
C. At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-604. Fractional shares

RS 12:1-604 - Fractional shares
A. A corporation may do any of the following:
(1) Issue fractions of a share or pay in money the value of fractions of a share.
(2) Arrange for disposition of fractional shares by the shareholders.
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
B. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by R.S. 12:1-625(B).
C. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
D. The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including either of the following:
(1) That the scrip will become void if not exchanged for full shares before a specified date.
(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-620. Subscription for shares before incorporation

RS 12:1-620 - Subscription for shares before incorporation
A. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
B. The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
C. Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
D. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.
E. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to R.S. 12:1-621.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-621. Issuance of shares

RS 12:1-621 - Issuance of shares
A. The powers granted in this Section to the board of directors may be reserved to the shareholders by the articles of incorporation.
B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
C. Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
D. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
E. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
F.(1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if both of the following conditions are satisfied:
(a) The shares, other securities, or rights are issued for consideration other than cash or cash equivalents.
(b) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
(2) In this Subsection, both of the following shall apply:
(a) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of the following:
(i) The voting power of the shares to be issued.
(ii) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.
(b) A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-622. Liability of shareholders

RS 12:1-622 - Liability of shareholders
A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to R.S. 12:1-621 or specified in the subscription agreement pursuant to R.S. 12:1-620.
B. A shareholder of a corporation is not personally liable for the acts or debts of the corporation.
C. A shareholder who receives a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) shall be personally liable to the corporation, or to creditors of the corporation, or both, for an amount not exceeding, in the aggregate, the excess amount received by that shareholder.
D. A proceeding to enforce the liability of a shareholder under Subsection C of this Section is subject to a peremptive period of two years measured from the relevant one of the following dates:
(1) The date on which the effect of the distribution was to be measured under R.S. 12:1-640(E) or (G), to the extent that the distribution is alleged to have been unlawful under R.S. 12:1-640(C).
(2) The date as of which the distribution first violated a restriction in the articles of incorporation, to the extent that the distribution is alleged to have been unlawful because it violated a restriction in the articles of incorporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-623. Share dividends

RS 12:1-623 - Share dividends
A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this Subsection is a share dividend.
B. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless one of the following conditions is satisfied:
(1) The articles of incorporation so authorize.
(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue.
(3) There are no outstanding shares of the class or series to be issued.
C. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-624. Share options

RS 12:1-624 - Share options
A. A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
B. The terms and conditions of such rights, options or warrants, including those outstanding on the effective date of this Section, may include, without limitation, restrictions or conditions that do any of the following:
(1) Preclude or limit the exercise, transfer or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons.
(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.
C. The board of directors may authorize one or more officers to designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares and to determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants, or other equity compensation awards and the terms thereof to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-625. Form and content of certificates

RS 12:1-625 - Form and content of certificates
A. Shares shall be represented by share certificates unless the issuing corporation is a participant in the Direct Registration System of the Depository Trust & Clearing Corporation or of a similar book-entry system used in the trading of shares of public corporations. If the issuing corporation is a participant in the Direct Registration System or a similar book-entry system, shares may but need not be represented by certificates. Unless this Chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
B. At a minimum each share certificate must state on its face all of the following:
(1) The name of the issuing corporation and that it is organized under the law of this state.
(2) The name of the person to whom issued.
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
D. Each share certificate must be signed, either manually or in facsimile, by the president and secretary or by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile.
E. If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-626. Shares without certificates

RS 12:1-626 - Shares without certificates
A. If a corporation is eligible to issue shares without certificates, the board of directors of the corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates, except to the extent that its articles of incorporation or bylaws provide otherwise. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
B. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by R.S. 12:1-625(B) and (C), and, if applicable, R.S. 12:1-627.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-627. Restriction on transfer of shares and other securities

RS 12:1-627 - Restriction on transfer of shares and other securities
A. The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
B. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by R.S. 12:1-626(B). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
C. A restriction on the transfer or registration of transfer of shares is authorized for any of the following:
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders.
(2) To preserve exemptions under federal or state securities law.
(3) For any other reasonable purpose.
D. A restriction on the transfer or registration of transfer of shares may do any of the following:
(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares.
(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares.
(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
E. For purposes of this Section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-628. Expense of issue

RS 12:1-628 - Expense of issue
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-631. Corporation's acquisition of its own shares

RS 12:1-631 - Corporation's acquisition of its own shares
A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.
B. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-701. Annual meeting

RS 12:1-701 - Annual meeting
A. Unless directors are elected by written consent in lieu of an annual meeting as permitted by R.S. 12:1-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws or, if not so stated or fixed, as stated or fixed in accordance with a resolution of the board of directors. If a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to R.S. 12:1-728, directors may not be elected by written consent unless the written consent is unanimous.
B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, if not so stated or fixed, as stated or fixed in accordance with a resolution of the board of directors. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
C. The failure to hold an annual meeting at the time stated in or fixed in accordance with Subsection A of this Section does not affect the validity of any corporate action.
D. If no annual shareholders' meeting is held for a period of eighteen months, and directors are not elected by written consent in lieu of an annual meeting during that period, any shareholder may by notice to the secretary demand that the secretary call such a meeting, to be held at the corporation's principal office or, if none in this state, at its registered office. The secretary shall call the meeting and shall provide notice of the meeting as required by R.S. 12:1-705 within thirty days after the notice to the secretary of the shareholder's demand for the meeting.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-702. Special meeting

RS 12:1-702 - Special meeting
A. A corporation shall hold a special meeting of shareholders upon either of the following:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.
(2) If the shareholders holding at least ten percent of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
B. If not otherwise fixed under R.S. 12:1-703 or 1-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
C. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, if not so stated or fixed, at the place stated in or fixed in accordance with a resolution of the board of directors. If no place is stated or fixed in accordance with the bylaws or a resolution of the board of directors, special meetings shall be held at the corporation's principal office.
D. Only business within the purpose or purposes described in the meeting notice required by R.S. 12:1-705(C) may be conducted at a special shareholders' meeting.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-703. Court-ordered meeting

RS 12:1-703 - Court-ordered meeting
A. The district court of the parish where a corporation's principal office or, if none in this state, its registered office, is located may in a summary proceeding order a meeting to be held:
(1) On application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting.
(2) On application of a shareholder who signed a demand for a special meeting valid under R.S. 12:1-702, if either of the following conditions exist:
(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary.
(b) The special meeting was not held in accordance with the notice.
B. The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
C. For purposes of Paragraph (A)(1) of this Section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-705. Notice of meeting

RS 12:1-705 - Notice of meeting
A. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this Chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
B. Unless this Chapter or the articles of incorporation require otherwise, both of the following shall apply:
(1) Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(2) If a notice of an annual meeting does include a description of one or more purposes, the meeting is not limited to those purposes.
C. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
D. If not otherwise fixed under R.S. 12:1-703 or 1-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice to shareholders is effective.
E. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under R.S. 12:1-707, however, notice of the adjourned meeting must be given under this Section to persons who are shareholders as of the new record date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-706. Waiver of notice

RS 12:1-706 - Waiver of notice
A. A shareholder may waive any notice required by this Chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
B. A shareholder's attendance at a meeting does both of the following:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
C. A shareholder attends a meeting if the shareholder is present at the meeting in person or by proxy. If a shareholder attends a meeting by proxy, then for purposes of Subsection B of this Section, an objection by the shareholder's proxy has the same effect as an objection by the shareholder.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-707. Record date

RS 12:1-707 - Record date
A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
B. A record date fixed under this Section may not be more than seventy days before the meeting or action requiring a determination of shareholders.
C. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred and twenty days after the date fixed for the original meeting.
D. If a court orders a meeting adjourned to a date more than one hundred and twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.