Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:1-830 Standards of conduct for directors
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§1-830. Standards of conduct for directors A. Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation. B. The members of the board of …
La. Rev. Stat. § 12:1-831 Standards of liability for directors
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§1-831. Standards of liability for directors A. A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes…
La. Rev. Stat. § 12:1-832 Protection against monetary liability
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§1-832. Protection against monetary liability A. Except to the extent that the articles of incorporation limit or reject the protection against liability provided by this Section, no director or officer shall be liable to the corporation or its shareholders for money damages for …
La. Rev. Stat. § 12:1-833 Directors' liability for unlawful distributions
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§1-833. Directors' liability for unlawful distributions A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that …
La. Rev. Stat. § 12:1-840 Officers
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§1-840. Officers A. A corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors in a manner not inconsistent with any bylaws. B. The board of directors may elect individuals to fill one or more offices of the corp…
La. Rev. Stat. § 12:1-841 Functions of officers
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§1-841. Functions of officers In addition to the secretary's authority under R.S. 12:1-840, each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with any bylaws, the authority and functions prescribed by the board of …
La. Rev. Stat. § 12:1-842 Standards of conduct for officers
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§1-842. Standards of conduct for officers A. An officer, when performing in such capacity, has the duty to act in all of the following manners: (1) In good faith. (2) With the care that a person in a like position would reasonably exercise under similar circumstances. (3) In a ma…
La. Rev. Stat. § 12:1-843 Resignation and removal of officers
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§1-843. Resignation and removal of officers A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective time. If a resignation is made effective at a later time…
La. Rev. Stat. § 12:1-844 Contract rights of officers
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§1-844. Contract rights of officers A. The appointment of an officer does not itself create contract rights. B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract ri…
La. Rev. Stat. § 12:1-850 Subpart definitions
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§1-850. Subpart definitions In this Subpart, the following meanings shall apply: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, …
La. Rev. Stat. § 12:1-851 Permissible indemnification
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§1-851. Permissible indemnification A. Except as otherwise provided in this Section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if the requirements of Paragraph (1) or …
La. Rev. Stat. § 12:1-852 Mandatory indemnification
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§1-852. Mandatory indemnification A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by th…
La. Rev. Stat. § 12:1-853 Advance for expenses
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§1-853. Advance for expenses A. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the boar…
La. Rev. Stat. § 12:1-854 Court-ordered indemnification and advance for expenses
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§1-854. Court-ordered indemnification and advance for expenses A. A director who is a party to a proceeding because he or she is a director may petition the court conducting the proceeding for indemnification or an advance for expenses or, if the indemnification or advance for ex…
La. Rev. Stat. § 12:1-855 Determination and authorization of indemnification
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§1-855. Determination and authorization of indemnification A. A corporation may not indemnify a director under R.S. 12:1-851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the releva…
La. Rev. Stat. § 12:1-856 Indemnification of officers
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§1-856. Indemnification of officers A. A corporation may indemnify and advance expenses under this Subpart to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is an o…
La. Rev. Stat. § 12:1-857 Insurance
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§1-857. Insurance A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, em…
La. Rev. Stat. § 12:1-858 Variation by corporate action; application of Subpart
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§1-858. Variation by corporate action; application of Subpart A. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omis…
La. Rev. Stat. § 12:1-859 Exclusivity of Subpart
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§1-859. Exclusivity of Subpart A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Subpart. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-860 Subpart definitions
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§1-860. Subpart definitions In this Subpart, the following meanings shall apply: (1) "Control", including the term "controlled by", means either of the following: (a) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors …
La. Rev. Stat. § 12:1-861 Judicial action
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§1-861. Judicial action A. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of any form of relief, or give rise to an award of damages or other sanctions against a director of the corporati…
La. Rev. Stat. § 12:1-862 Directors' action
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§1-862. Directors' action A. Directors' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(l) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors…
La. Rev. Stat. § 12:1-863 Shareholders' action
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§1-863. Shareholders' action A. Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after notice to sh…
La. Rev. Stat. § 12:1-870 Business opportunities
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§1-870. Business opportunities A. If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of any form of relief, or give rise to an award of damages or other sanctions a…
La. Rev. Stat. § 12:1-901 Excluded transactions
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§1-901. Excluded transactions A. This Part may not be used to effect a transaction that causes an eligible entity or domestic or foreign corporation to hold any right, privilege, license, or franchise under the laws of this state that it is ineligible to hold. B. Property receive…
La. Rev. Stat. § 12:1-902 Required approvals
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§1-902. Required approvals [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-920 Domestication
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§1-920. Domestication A. A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. B. A domestic business corporation may become a foreign business corporation if the domesticati…
La. Rev. Stat. § 12:1-921 Action on a plan of domestication
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§1-921. Action on a plan of domestication In the case of a domestication of a domestic business corporation in a foreign jurisdiction, all of the following shall apply: (1) The plan of domestication must be adopted by the board of directors. (2) After adopting the plan of domesti…
La. Rev. Stat. § 12:1-922 Articles of domestication
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§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 s…
La. Rev. Stat. § 12:1-923 Surrender of charter upon domestication
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§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 su…
La. Rev. Stat. § 12:1-924 Effect of domestication
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§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, o…
La. Rev. Stat. § 12:1-925 Abandonment of a domestication
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§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 ab…
La. Rev. Stat. § 12:1-930 Nonprofit conversion
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§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 la…
La. Rev. Stat. § 12:1-931 Action on a plan of nonprofit conversion
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§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) Af…
La. Rev. Stat. § 12:1-932 Articles of nonprofit conversion
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§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 b…
La. Rev. Stat. § 12:1-933 Surrender of charter upon foreign nonprofit conversion
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§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 corpora…
La. Rev. Stat. § 12:1-934 Effect of nonprofit conversion
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§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 corporatio…
La. Rev. Stat. § 12:1-935 Abandonment of a nonprofit conversion
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§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 ef…
La. Rev. Stat. § 12:1-940 Foreign nonprofit domestication and conversion
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§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.
La. Rev. Stat. § 12:1-941 Articles of nonprofit domestication and conversion
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§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 sha…
La. Rev. Stat. § 12:1-942 Effect of foreign nonprofit domestication and conversion
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§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…
La. Rev. Stat. § 12:1-943 Abandonment of a foreign nonprofit domestication and conversion
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§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 domes…
La. Rev. Stat. § 12:1-950 Entity conversion authorized; definitions
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§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 perm…
La. Rev. Stat. § 12:1-951 Plan of entity conversion
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§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 conver…
La. Rev. Stat. § 12:1-952 Action on a plan of entity conversion
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§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) …
La. Rev. Stat. § 12:1-953 Articles of entity conversion
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§1-953. Articles of entity conversion A. After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this Subpart, articles of entity conversion shall be signed on behalf of the corporation by any office…
La. Rev. Stat. § 12:1-954 Surrender of charter upon conversion
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§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 cha…
La. Rev. Stat. § 12:1-955 Effect of entity conversion
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§1-955. Effect of entity conversion A. When a conversion under this Subpart becomes effective, all of the following shall apply: (1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without transfe…
La. Rev. Stat. § 12:1-956 Abandonment of an entity conversion
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§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,…
La. Rev. Stat. § 12:101 Repealed by Acts 2014, No
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§101. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1. Amended by Acts 1976, No. 459, §1; Acts 2014, No. 328, §5, eff. Jan. 1. 2015.