Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
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…
La. Rev. Stat. § 12:1-742.2 Jurisdiction over a director
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§1-742.2. Jurisdiction over a director A court may exercise personal jurisdiction over a nonresident who is or has been a director of a domestic corporation as to a cause of action arising from a breach by the nonresident of a duty owed to the corporation or its shareholders beca…
La. Rev. Stat. § 12:1-742.3 Venue in derivative proceeding
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§1-742.3. Venue in derivative proceeding A derivative proceeding shall be brought in the parish where the registered office of the corporation is located. Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1-743 Stay of proceedings
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§1-743. Stay of proceedings If the corporation commences an inquiry into the allegations made in the demand or petition, the court may stay any derivative proceeding for such period as the court deems appropriate. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-744 Dismissal
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§1-744. Dismissal A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions …
La. Rev. Stat. § 12:1-745 Discontinuance or settlement
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§1-745. Discontinuance or settlement A. Unless approved unanimously by the shareholders of the corporation, a derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substanti…
La. Rev. Stat. § 12:1-746 Payment of expenses
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§1-746. Payment of expenses On termination of the derivative proceeding the court may do any of the following: (1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corpora…
La. Rev. Stat. § 12:1-747 Applicability to foreign corporations
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§1-747. Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this Subpart shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for R.S. 12: 1-743, 1-745, an…
La. Rev. Stat. § 12:1-748 Shareholder action to appoint receiver
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§1-748. Shareholder action to appoint receiver A. The district court of the parish in which the registered office of the corporation is located may appoint one or more to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that either o…
La. Rev. Stat. § 12:1-801 Requirement for and functions of board of directors
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§1-801. Requirement for and functions of board of directors A. Except as provided in R.S. 12:1-732, each corporation must have a board of directors. B. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business…
La. Rev. Stat. § 12:1-802 Qualifications of directors
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§1-802. Qualifications of directors A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director. B. A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director t…
La. Rev. Stat. § 12:1-803 Number and election of directors
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§1-803. Number and election of directors A. A board of directors must consist of one or more individuals. The number of directors shall be fixed by or in accordance with the articles of incorporation or, if not so fixed, shall be the number fixed by or in accordance with the byla…
La. Rev. Stat. § 12:1-804 Election of directors by certain classes of shareholders
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§1-804. Election of directors by certain classes of shareholders If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of…
La. Rev. Stat. § 12:1-805 Terms of directors generally
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§1-805. Terms of directors generally A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. B. The terms of all other directors expire at the next, or if their terms are staggered in accordance with R.S. 12…
La. Rev. Stat. § 12:1-806 Staggered terms for directors
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§1-806. Staggered terms for directors The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. …
La. Rev. Stat. § 12:1-807 Resignation of directors
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§1-807. Resignation of directors A. A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation. B. A resignation is effective when the resignation is delivered unless the resignation specif…
La. Rev. Stat. § 12:1-808 Removal of directors by shareholders
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§1-808. Removal of directors by shareholders A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. B. If a director is elected by a voting group of shareholders, only t…
La. Rev. Stat. § 12:1-809 [Reserved]
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§1-809. [Reserved]. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-810 Vacancy on board
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§1-810. Vacancy on board A. Unless the articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by one of the following methods: (1) The…
La. Rev. Stat. § 12:1-811 Compensation of directors
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§1-811. Compensation of directors Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-812 Director proxies
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§1-812. Director proxies A. A director may vote by proxy at a meeting of the board of directors or of a committee of the board only if the articles of incorporation so provide. B. A director may appoint as proxy only another director, and the appointment may be made only by means…
La. Rev. Stat. § 12:1-820 Meetings
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§1-820. Meetings A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, …
La. Rev. Stat. § 12:1-821 Action without meeting
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§1-821. Action without meeting A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Chapter to be taken by the board of directors may be taken without a meeti…
La. Rev. Stat. § 12:1-822 Notice of meeting
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§1-822. Notice of meeting A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. B. Unless the articles of incorporation or bylaws provide for …
La. Rev. Stat. § 12:1-823 Waiver of notice
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§1-823. Waiver of notice A. A director may waive any notice required by this Subpart, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by Subsection B of this Section, the waiver must be in writing, signed by the …
La. Rev. Stat. § 12:1-824 Quorum and voting
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§1-824. Quorum and voting A. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors determined in accordance with R.S. 12…
La. Rev. Stat. § 12:1-825 Committees
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§1-825. Committees A. Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. If the board of directors …
La. Rev. Stat. § 12:1-826 Submission of matters for shareholder vote
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§1-826. Submission of matters for shareholder vote A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.