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0 chapters · 776 sections in this title.
La. Rev. Stat. § 12:1-304 Ultra vires
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§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 proc…
La. Rev. Stat. § 12:1-401 Corporate name
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§1-401. Corporate name A.(1) A corporate name may include words in any language but shall be written in English letters or characters. (2) A corporate name shall contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation, with or without punctuat…
La. Rev. Stat. § 12:1-402 Reserved name
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§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 …
La. Rev. Stat. § 12:1-403 Registered name
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§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 und…
La. Rev. Stat. § 12:1-501 Registered office and registered agent
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§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 follo…
La. Rev. Stat. § 12:1-502 Change of registered office or registered agent
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§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: …
La. Rev. Stat. § 12:1-503 Resignation of registered agent
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§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 age…
La. Rev. Stat. § 12:1-504 Service on corporation
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§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 ma…
La. Rev. Stat. § 12:1-601 Authorized shares
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§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 autho…
La. Rev. Stat. § 12:1-602 Terms of class or series determined by board of directors
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§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 …
La. Rev. Stat. § 12:1-603 Issued and outstanding shares
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§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 reacquisit…
La. Rev. Stat. § 12:1-604 Fractional shares
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§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 t…
La. Rev. Stat. § 12:1-620 Subscription for shares before incorporation
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§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 dire…
La. Rev. Stat. § 12:1-621 Issuance of shares
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§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 …
La. Rev. Stat. § 12:1-622 Liability of shareholders
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§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 specif…
La. Rev. Stat. § 12:1-623 Share dividends
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§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 s…
La. Rev. Stat. § 12:1-624 Share options
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§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 co…
La. Rev. Stat. § 12:1-625 Form and content of certificates
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§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 …
La. Rev. Stat. § 12:1-626 Shares without certificates
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§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 exte…
La. Rev. Stat. § 12:1-627 Restriction on transfer of shares and other securities
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§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 …
La. Rev. Stat. § 12:1-628 Expense of issue
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§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.
La. Rev. Stat. § 12:1-630 Shareholders' preemptive rights
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§1-630. Shareholders' preemptive rights A. The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. The articles of incorporation of a corporation that was incorpor…
La. Rev. Stat. § 12:1-631 Corporation's acquisition of its own shares
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§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 r…
La. Rev. Stat. § 12:1-640 Distributions to shareholders
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§1-640. Distributions to shareholders A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in Subsection C of this Section. B. If the board of directors does…
La. Rev. Stat. § 12:1-701 Annual meeting
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§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 fix…
La. Rev. Stat. § 12:1-702 Special meeting
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§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 le…
La. Rev. Stat. § 12:1-703 Court-ordered meeting
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§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 i…
La. Rev. Stat. § 12:1-704 Action without meeting
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§1-704. Action without meeting A. Action required or permitted by this Chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written …
La. Rev. Stat. § 12:1-705 Notice of meeting
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§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 othe…
La. Rev. Stat. § 12:1-706 Waiver of notice
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§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 del…
La. Rev. Stat. § 12:1-707 Record date
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§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 …
La. Rev. Stat. § 12:1-708 Conduct of the meeting
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§1-708. Conduct of the meeting A. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. B. The chair, unless the articles of incorporation or bylaws provide otherwise, sha…
La. Rev. Stat. § 12:1-709 Remote participation in annual and special meetings
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§1-709. Remote participation in annual and special meetings A. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Particip…
La. Rev. Stat. § 12:1-720 Shareholders' list for meeting
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§1-720. Shareholders' list for meeting A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within e…
La. Rev. Stat. § 12:1-721 Voting entitlement of shares
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§1-721. Voting entitlement of shares A. Except as provided in Subsections B and D of this Section, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. O…
La. Rev. Stat. § 12:1-722 Proxies
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§1-722. Proxies A. A shareholder may vote the shareholder's shares in person or by proxy. B. A shareholder, or the shareholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmi…
La. Rev. Stat. § 12:1-723 Shares held by intermediaries and nominees
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§1-723. Shares held by intermediaries and nominees A. A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareho…
La. Rev. Stat. § 12:1-724 Corporation's acceptance of votes
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§1-724. Corporation's acceptance of votes A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it eff…
La. Rev. Stat. § 12:1-725 Quorum and voting requirements for voting groups
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§1-725. Quorum and voting requirements for voting groups A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless a provision in the articles of incorporation authori…
La. Rev. Stat. § 12:1-726 Action by single and multiple voting groups
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§1-726. Action by single and multiple voting groups A. If the articles of incorporation or this Chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in R.S. 12:1-725. B. If the articles of…
La. Rev. Stat. § 12:1-727 Greater quorum or voting requirements
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§1-727. Greater quorum or voting requirements A. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this Chapter. The articles of incorporation may make a quorum requirement for sh…
La. Rev. Stat. § 12:1-728 Quorum and voting for directors; cumulative voting
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§1-728. Quorum and voting for directors; cumulative voting A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum i…
La. Rev. Stat. § 12:1-729 Inspectors of election
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§1-729. Inspectors of election A. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to ex…
La. Rev. Stat. § 12:1-730 Voting trusts
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§1-730. Voting trusts A. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferr…
La. Rev. Stat. § 12:1-731 Voting agreements
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§1-731. Voting agreements A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this Section is not subject to the provisions of R.S. 12:1-730. B. A voting agreement c…
La. Rev. Stat. § 12:1-732 Unanimous governance agreements
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§1-732. Unanimous governance agreements A. The term "unanimous governance agreement" means any written agreement, other than the articles of incorporation or bylaws, that satisfies all of the following criteria: (1) Is approved in one or more writings signed by all persons who ar…
La. Rev. Stat. § 12:1-740 Subpart definitions
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§1-740. Subpart definitions In this Subpart, the following meanings shall apply: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in R.S. 12:1-747, in the right of a foreign corporation. (2) "Shareholder" means a rec…
La. Rev. Stat. § 12:1-741 Standing
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§1-741. Standing A. A shareholder may not commence or maintain a derivative proceeding unless the shareholder satisfies all of the following conditions: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through trans…
La. Rev. Stat. § 12:1-742 Demand
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§1-742. Demand No shareholder may commence a derivative proceeding until the following conditions are satisfied: (1) A written demand has been made upon the corporation to take suitable action. (2) Ninety days have expired from the date the demand was made unless the shareholder …
La. Rev. Stat. § 12:1-742.1 Petition in derivative proceeding
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§1-742.1. Petition in derivative proceeding The petition in a derivative proceeding shall do all of the following: (1) Allege that the plaintiff meets the standing requirements of R.S. 12:1-741. (2) Allege either that the plaintiff made demand upon the corporation at least ninety…
