reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-922. Articles of domestication

RS 12:1-922 - Articles of domestication
A. After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following:
(1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of R.S. 12:1-401.
(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction.
(3) A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state.
B. The articles of domestication shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.
C. The articles of domestication shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123.
D. If the foreign corporation is authorized to transact business in this state under Chapter 3 of Title 12, its certificate of authority shall be cancelled automatically on the effective date of its domestication.
E. Within thirty days after the date that articles of domestication 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 the corporation owns immovable property.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-923. Surrender of charter upon domestication

RS 12:1-923 - Surrender of charter upon domestication
A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following:
(1) The name of the corporation.
(2) A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction.
(3) A statement that the domestication 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) The corporation's new jurisdiction of incorporation.
B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect at the effective time provided in R.S. 12:1-123.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-924. Effect of domestication

RS 12:1-924 - Effect of domestication
A. When a domestication becomes effective, all of the following shall apply:
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion, or impairment.
(2) The liabilities of the corporation remain the liabilities of the corporation.
(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred,
(4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state,
(5) The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation,
(6) The corporation is deemed to be all of the following:
(a) Incorporated under and subject to the organic law of the domesticated corporation for all purposes.
(b) The same corporation without interruption as the domesticating corporation.
(c) Incorporated on the date the domesticating corporation was originally incorporated.
B. When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation remains both of the following:
(1) Obligated under the laws of this state to pay promptly the amount, if any, to which shareholders who exercise appraisal rights in connection with the domestication are entitled under Part 13 of this Chapter.
(2) Subject to the personal jurisdiction of the courts of this state in accordance with R.S. 13:3201, and to service of process in accordance with law.
C. The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:
(1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.
(2) The shareholder shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (C)(1) of this Section, as if the domestication had not occurred.
(4) The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by Paragraph (C)(1) of this Section, as if the domestication had not occurred.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-925. Abandonment of a domestication

RS 12:1-925 - Abandonment of a domestication
A. Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.
B. If a domestication is abandoned under Subsection A of this Section after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this Section, signed 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 domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
C. If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state, a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication 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 › §12:1-930. Nonprofit conversion

RS 12:1-930 - Nonprofit conversion
A. A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.
B. A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this Subpart.
C. The plan of nonprofit conversion must include all of the following:
(1) The terms and conditions of the conversion.
(2) The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, or into cash, other property, or any combination of the foregoing.
(3) Any desired amendments to the articles of incorporation of the corporation following its conversion.
(4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
D. The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following:
(1) The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, or the cash or other property to be received by the shareholders under the plan.
(2) The articles of incorporation as they will be in effect immediately following the conversion, except for changes permitted by R.S. 12:1-1005.
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
E. Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).
F. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or signed by a domestic business corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended subsequent to that date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-931. Action on a plan of nonprofit conversion

RS 12:1-931 - Action on a plan of nonprofit conversion
In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation, all of the following shall apply:
(1) The plan of nonprofit conversion must be adopted by the board of directors.
(2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board must transmit to the shareholders the basis for so proceeding.
(3) The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the nonprofit conversion.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of nonprofit conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group by at least a majority of the votes entitled to be cast on the nonprofit conversion by that voting group.
(6) If any provision of the articles of incorporation, bylaws or an agreement to which any of the directors or shareholders are parties, adopted before January 1, 2015, applies to a merger, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended subsequent to that date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-932. Articles of nonprofit conversion

RS 12:1-932 - Articles of nonprofit conversion
A. After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this Subpart, articles of nonprofit conversion shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth both of the following:
(1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of the Nonprofit Corporation Law, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the Nonprofit Corporation Law.
(2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.
B. The articles of nonprofit conversion shall either contain all of the provisions that the Nonprofit Corporation Law requires to be set forth in articles of incorporation of a domestic nonprofit corporation and any other desired provisions permitted by the Nonprofit Corporation Law, or shall have attached articles of incorporation that satisfy the requirements of the Nonprofit Corporation Law. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted.
C. The articles of nonprofit conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-933. Surrender of charter upon foreign nonprofit conversion

RS 12:1-933 - Surrender of charter upon foreign nonprofit conversion
A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following:
(1) The name of the corporation.
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation.
(3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the articles of incorporation.
(4) The corporation's new jurisdiction of incorporation.
B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect at the effective time provided in R.S. 12:1-123.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-934. Effect of nonprofit conversion

RS 12:1-934 - Effect of nonprofit conversion
A. When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective, all of the following shall apply:
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion, or impairment.
(2) The liabilities of the corporation remain the liabilities of the corporation.
(3) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred.
(4) The articles of incorporation of the domestic or foreign nonprofit corporation become effective.
(5) The shares of the corporation are reclassified into memberships, securities, obligations, rights to acquire memberships or securities, or into cash or other property in accordance with the plan of conversion, and the shareholders are entitled only to the rights provided in the plan of nonprofit conversion or to any rights they may have under Part 13 of this Chapter.
(6) The corporation is deemed to be all of the following:
(a) A domestic nonprofit corporation for all purposes.
(b) The same corporation without interruption as the corporation that existed prior to the conversion.
(c) Incorporated on the date that it was originally incorporated as a domestic business corporation.
B. When a conversion of a domestic business corporation to a foreign nonprofit corporation becomes effective, the foreign nonprofit corporation remains both of the following:
(1) Obligated under the laws of this state to pay promptly the amount, if any, to which shareholders who exercise appraisal rights in connection with the conversion are entitled under Part 13 of this Chapter.
(2) Subject to the personal jurisdiction of the courts of this state in accordance with R.S. 13:3201, and to service of process in accordance with law.
C. [Reserved.]
D. A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the nonprofit corporation shall have owner liability only for those debts, obligations, or liabilities of the nonprofit corporation that arise after the effective time of the articles of nonprofit conversion.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-935. Abandonment of a nonprofit conversion

RS 12:1-935 - Abandonment of a nonprofit conversion
A. Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
B. If a nonprofit conversion is abandoned under Subsection A of this Section after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this Section, signed 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 nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion 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 › §12:1-940. Foreign nonprofit domestication and conversion

RS 12:1-940 - Foreign nonprofit domestication and conversion
A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-941. Articles of nonprofit domestication and conversion

RS 12:1-941 - Articles of nonprofit domestication and conversion
A. After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of nonprofit domestication and conversion shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following:
(1) The name of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of R.S. 12:1-401.
(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of nonprofit domestication and conversion and the date the corporation was incorporated in that jurisdiction.
(3) A statement that the domestication and conversion of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in this state.
B. The articles of nonprofit domestication and conversion shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.
C. The articles of nonprofit domestication and conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123.
D. If the foreign nonprofit corporation is authorized to transact business in this state under Chapter 3 of this Title, its certificate of authority shall be cancelled automatically on the effective date of its domestication and conversion.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-942. Effect of foreign nonprofit domestication and conversion

RS 12:1-942 - Effect of foreign nonprofit domestication and conversion
A. When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective, all of the following shall apply:
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, reversion or impairment.
(2) The liabilities of the corporation remain the liabilities of the corporation.
(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred.
(4) The articles of nonprofit domestication and conversion, or the articles of incorporation attached to the articles of nonprofit domestication and conversion, constitute the articles of incorporation of the corporation.
(5) Shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction, so long as at least one share is outstanding immediately after the effective time.
(6) The corporation is deemed to be all of the following:
(a) A domestic corporation for all purposes.
(b) The same corporation without interruption as the foreign nonprofit corporation.
(c) Incorporated on the date the foreign nonprofit corporation was originally incorporated.
B. The owner liability of a member of a foreign nonprofit corporation that domesticates and converts to a domestic business corporation shall be as follows:
(1) The domestication and conversion does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of nonprofit domestication and conversion.
(2) The member shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of nonprofit domestication and conversion.
(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred.
(4) The member shall have whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by Paragraph (B)(1) of this Section, as if the domestication and conversion had not occurred.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-943. Abandonment of a foreign nonprofit domestication and conversion

RS 12:1-943 - Abandonment of a foreign nonprofit domestication and conversion
If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of nonprofit domestication and conversion have been filed with the secretary of state, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication and conversion 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 › §12:1-950. Entity conversion authorized; definitions

RS 12:1-950 - Entity conversion authorized; definitions
A. A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
B. A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
C. A domestic unincorporated entity may become a domestic business corporation or another form of domestic unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity.
D. A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.
E. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended subsequent to that date.
F. As used in this Subpart:
(1) "Converting entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation.
(2) "Surviving entity" means the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to this Subpart.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-951. Plan of entity conversion

RS 12:1-951 - Plan of entity conversion
A. A plan of entity conversion must include all of the following:
(1) A statement of the type of entity the surviving entity will be and, if it will be a foreign entity, its jurisdiction of organization.
(2) The terms and conditions of the conversion.
(3) If the converting entity is a domestic business corporation, the manner and basis of converting the shares of the corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, or into cash, other property, or any combination of the foregoing.
(4) If the converting entity is an unincorporated entity, the manner and basis of converting the interests in the entity into shares, interests, or other securities, obligations, rights to acquire shares, interests, or other securities, or into cash, other property, or any combination of the foregoing.
(5) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.
B. The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following:
(1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, or the cash or other property to be received under the plan by the shareholders.
(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to R.S. 12:1-1005.
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
C. Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-952. Action on a plan of entity conversion

RS 12:1-952 - Action on a plan of entity conversion
In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity, all of the following shall apply:
(1) The plan of entity conversion must be adopted by the board of directors.
(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board must transmit to the shareholders the basis for so proceeding.
(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group by at least a majority of the votes entitled to be cast on the conversion by that voting group.
(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted, or entered into before January 1, 2015, applies to a merger of the corporation, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended.
(7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the signing, by each such shareholder, of a separate written consent to become subject to such owner liability.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-954. Surrender of charter upon conversion

RS 12:1-954 - Surrender of charter upon conversion
A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following:
(1) The name of the corporation.
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity.
(3) A statement that the conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.
(4) The jurisdiction under the laws of which the surviving entity will be organized.
(5) If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.
B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in R.S. 12:1-123.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-956. Abandonment of an entity conversion

RS 12:1-956 - Abandonment of an entity conversion
A. Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
B. If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this Section, signed 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 entity conversion. Upon filing, the statement shall take effect and the entity conversion 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 › §12:1-1001. Authority to amend

RS 12:1-1001 - Authority to amend
A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
C. An amendment that extends the duration of a corporation may be adopted even after that duration expires unless one of the following conditions exist:
(1) Articles of termination or a certificate of termination has been filed and the existence of the corporation has not been reinstated.
(2) Articles of dissolution have been delivered to the secretary of state and have not been revoked.
(3) A judgment ordering dissolution has become final.
D. If the duration of a corporation has expired and the adoption of an amendment extending that duration is permissible under Subsection C of this Section, then the following shall apply:
(1) The amendment may be adopted in the same manner as if the corporation's duration had not expired.
(2) The amendment has the same effect as if it had been adopted before the duration expired.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1002. Amendment before issuance of shares

RS 12:1-1002 - Amendment before issuance of shares
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1004. Voting on amendments by voting groups

RS 12:1-1004 - Voting on amendments by voting groups
A. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Subpart, on a proposed amendment to the articles of incorporation if the amendment would do any of the following:
(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.
(3) Change the rights, preferences, or limitations of all or part of the shares of the class.
(4) Change the shares of all or part of the class into a different number of shares of the same class.
(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class.
(6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class.
(7) Limit or deny an existing preemptive right of all or part of the shares of the class.
(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
B. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in Subsection A of this Section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
C. If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this Section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
D. A class or series of shares is entitled to the voting rights granted by this Section although the articles of incorporation provide that the shares are nonvoting shares.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1005. Amendment by board of directors

RS 12:1-1005 - Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval to do any of the following:
(1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(2) Delete the names and addresses of the initial directors.
(3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state, or to delete the address of the initial principal office if the corporation has provided the address of its principal office in an annual report on file with the secretary of state.
(4) If the corporation has only one class of shares outstanding, then to do either of the following:
(a) Change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
(b) Increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
(5) Change the corporate name.
(6) Reflect a reduction in authorized shares, as a result of the operation of R.S. 12:1-631(B), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
(7) Delete a class of shares from the articles of incorporation, as a result of the operation of R.S. 12:1-631(B), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
(8) To make any change expressly permitted by R.S. 12:1-602(A) or (B) to be made without shareholder approval.
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 › §12:1-1006. Articles of amendment

RS 12:1-1006 - Articles of amendment
After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Subpart and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which shall set forth all of the following:
(1) The name of the corporation.
(2) The text of each amendment adopted, or the information required by R.S. 12:1-120(L)(5).
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with R.S. 12:1-120(L)(5).
(4) The date of each amendment's adoption.
(5)(a) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required.
(b) If an amendment required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation.
(c) If an amendment is being filed pursuant to R.S. 12:1-120(L)(5), a statement to that effect.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1007. Restated articles of incorporation

RS 12:1-1007 - Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate the articles of incorporation and all amendments into a single document.
B. If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in R.S. 12:1-1003.
C. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the entire text of the articles as amended by all amendments, together with a certificate which states that the restated articles consolidate the articles of incorporation and all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under R.S. 12:1-1006.
D. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
E. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by Subsection C of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 107, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1008. Amendment pursuant to reorganization

RS 12:1-1008 - Amendment pursuant to reorganization
A. A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
B. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth all of the following:
(1) The name of the corporation.
(2) The text of each amendment approved by the court.
(3) The date of the court's order or decree approving the articles of amendment.
(4) The title of the reorganization proceeding in which the order or decree was entered.
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
C. This Section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-1009. Effect of amendment

RS 12:1-1009 - Effect of amendment
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.