Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:1-1602 Inspection of records by shareholders
3.4K chars
§1-1602. Inspection of records by shareholders A. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in R.S. 12:1-1601(E) if the shareholder gives the…
La. Rev. Stat. § 12:1-1603 Scope of inspection right
0.9K chars
§1-1603. Scope of inspection right A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented. B. The right to copy records under R.S. 12:1-1602 includes, if reasonable, the right to receive copies by xerographic or other means,…
La. Rev. Stat. § 12:1-1604 Court-ordered inspection
1.3K chars
§1-1604. Court-ordered inspection A. If a corporation does not within a reasonable time allow a shareholder who complies with the applicable provisions of R.S. 12:1-1602 to inspect and copy any records required by that Section to be available for inspection, the district court of…
La. Rev. Stat. § 12:1-1605 Inspection of records by directors
1.8K chars
§1-1605. Inspection of records by directors A. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, inclu…
La. Rev. Stat. § 12:1-1606 Exception to notice requirement
1.2K chars
§1-1606. Exception to notice requirement A. Whenever notice would otherwise be required to be given under any provision of this Chapter to a shareholder, such notice need not be given if either of the following conditions are met: (1) Notices to the shareholders of two consecutiv…
La. Rev. Stat. § 12:1-1620 Financial statements for shareholders
2.2K chars
§1-1620. Financial statements for shareholders A. Once each calendar year a shareholder may obtain a report of financial information from the corporation. To obtain the report, a shareholder shall give a written notice of the request for the report to the corporation. The notice …
La. Rev. Stat. § 12:1-1621 Annual report for secretary of state
1.2K chars
§1-1621. Annual report for secretary of state A. Each corporation shall deliver to the secretary of state for filing an annual report that sets forth all of the following information: (1) The name of the corporation. (2) The address of its registered office. (3) The name and addr…
La. Rev. Stat. § 12:1-1622 Reporting obligation of corporation that contracts with the state
0.9K chars
§1-1622. Reporting obligation of corporation that contracts with the state A. A corporation that contracts with the state shall deliver for filing to the secretary of state a statement that acknowledges the contract. The statement shall include the names and addresses of all pers…
La. Rev. Stat. § 12:1-1701 Application to existing domestic corporations
0.3K chars
§1-1701. Application to existing domestic corporations This Chapter applies to all domestic corporations in existence on its effective date that were incorporated under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter. Ac…
La. Rev. Stat. § 12:1-1702 Limited applicability to foreign corporations
0.2K chars
§1-1702. Limited applicability to foreign corporations Except where express reference is made to foreign corporations, this Chapter does not apply to foreign corporations. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1703 Saving provisions
1.3K chars
§1-1703. Saving provisions A. Except as provided in Subsection B of this Section, the repeal of a statute by this Chapter does not affect any of the following: (1) The operation of the statute or any action taken under it, before its repeal. (2) Any ratification, right, remedy, p…
La. Rev. Stat. § 12:1-1704 [Reserved.]
0.1K chars
§1-1704. [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1705 Transition rule for reinstatement of a corporation with a revoked charter
2.3K chars
§1-1705. Transition rule for reinstatement of a corporation with a revoked charter A. A corporation whose charter was revoked before January 1, 2015, may be reinstated as provided in R.S. 12:1-1444 for a corporation that was terminated administratively. Subject to the time limita…
La. Rev. Stat. § 12:1-201 Incorporators
0.3K chars
§1-201. Incorporators One or more persons capable of contracting may act as the incorporator or incorporators of a corporation by delivering to the secretary of state for filing articles of incorporation and the written consent of the registered agent required by R.S. 12:1-202(E)…
La. Rev. Stat. § 12:1-202 Articles of incorporation and signed consent by agent to appointment
4.8K chars
§1-202. Articles of incorporation and signed consent by agent to appointment A. The articles of incorporation shall set forth all of the following: (1) A corporate name for the corporation that satisfies the requirements of R.S. 12:1-401. (2) The number of shares the corporation …
La. Rev. Stat. § 12:1-203 Incorporation
1.1K chars
§1-203. Incorporation A. Except as provided in Subsection C of this Section, the corporate existence begins, and the corporation is duly incorporated, when the articles of incorporation become effective under R.S. 12:1-123. B. The secretary of state's filing of the articles of in…
La. Rev. Stat. § 12:1-204 Liability for preincorporation transactions
0.1K chars
§1-204. Liability for preincorporation transactions [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-205 Organization of corporation
0.9K chars
§1-205. Organization of corporation A. After incorporation, the following shall apply: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the orga…
La. Rev. Stat. § 12:1-206 Bylaws
1.6K chars
§1-206. Bylaws A. The board of directors of a corporation may adopt bylaws for the corporation. B. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of in…
La. Rev. Stat. § 12:1-207 Emergency bylaws
1.2K chars
§1-207. Emergency bylaws A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in Subsection D of this Section. The emergency bylaws, which are subject to amendment or repea…
La. Rev. Stat. § 12:1-301 Purposes
0.5K chars
§1-301. Purposes A. Every corporation incorporated under this Chapter has the purpose of engaging in any lawful business or activity unless a more limited purpose is set forth in the articles of incorporation. B. A corporation engaging in a business that is subject to regulation …
La. Rev. Stat. § 12:1-302 General powers
2.8K chars
§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:…
La. Rev. Stat. § 12:1-303 Emergency powers
2.6K chars
§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 …
La. Rev. Stat. § 12:1-304 Ultra vires
1.3K chars
§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
6.5K chars
§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
1.2K chars
§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
2.1K chars
§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
1.0K chars
§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
2.3K chars
§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
0.8K chars
§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
1.2K chars
§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
2.6K chars
§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
1.2K chars
§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
0.7K chars
§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
1.2K chars
§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
1.5K chars
§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
3.0K chars
§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
1.5K chars
§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
0.9K chars
§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
2.0K chars
§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
2.1K chars
§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
0.8K chars
§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
2.2K chars
§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
0.2K chars
§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
3.8K chars
§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
0.4K chars
§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
3.3K chars
§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
1.8K chars
§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
1.9K chars
§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
1.7K chars
§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…