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0 chapters · 776 sections in this title.
La. Rev. Stat. § 12:1337 Distribution of assets
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§1337. Distribution of assets A. Upon the winding up of a limited liability company, any assets remaining after paying or adequately providing for the payment of all debts and liabilities of the limited liability company, including all costs and expenses of the liquidation and an…
La. Rev. Stat. § 12:1338 Claims against limited liability company in liquidation; peremption
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§1338. Claims against limited liability company in liquidation; peremption A. A limited liability company may have the benefit of Subsections C, D, and E of this Section by following the procedure set forth in Subsection B of this Section. B.(1) After the proceeding for dissoluti…
La. Rev. Stat. § 12:1339 Articles of dissolution
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§1339. Articles of dissolution A. Upon dissolution and the commencement of winding up of the limited liability company: (1) Articles of dissolution shall be filed in the office of the secretary of state and set forth the following: (a) The name of the limited liability company. (…
La. Rev. Stat. § 12:1340 Certificate of dissolution; assets omitted from liquidation; post-dissolution
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§1340. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings A. When a limited liability company has been liquidated completely: (1) One or more members or the liquidator shall sign and acknowledge a certificate stating that the limited liabili…
La. Rev. Stat. § 12:1341 Liability of members of dissolved limited liability companies
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§1341. Liability of members of dissolved limited liability companies A. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company in an amount in excess o…
La. Rev. Stat. § 12:1342 Admission of foreign limited liability company
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§1342. Admission of foreign limited liability company No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. A foreign limited liability company sha…
La. Rev. Stat. § 12:1343 Transactions not constituting transacting business
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§1343. Transactions not constituting transacting business Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state for the purpose of being r…
La. Rev. Stat. § 12:1344 Name of authorized foreign limited company
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§1344. Name of authorized foreign limited company A certificate of authority shall not be issued to a foreign limited liability company unless the name of such company satisfies the requirements of R.S. 12:1306. If the name of a foreign limited liability company does not satisfy …
La. Rev. Stat. § 12:1345 Application for certificate of authority
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§1345. Application for certificate of authority A. Application by a foreign limited liability company to procure a certificate of authority shall be made to the secretary of state and shall set forth the following: (1) The name of the limited liability company and the state or ot…
La. Rev. Stat. § 12:1346 Issuance of certificate of authority
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§1346. Issuance of certificate of authority If the secretary of state finds that the application for the certificate of authority conforms to law, that the nature of the business is lawful for a limited liability company in this state, and that all requisite fees have been paid, …
La. Rev. Stat. § 12:1347 Effect of certificate of authority
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§1347. Effect of certificate of authority A foreign limited liability company which receives a certificate of authority shall, until a certificate of revocation or a withdrawal shall have been issued as provided in this Chapter: (1) Be authorized to transact business in this stat…
La. Rev. Stat. § 12:1348 Amended certificate of authority
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§1348. Amended certificate of authority A. A foreign limited liability company authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if thereafter it changes its name or proposes …
La. Rev. Stat. § 12:1349 Certificate of correction by a foreign limited liability company
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§1349. Certificate of correction by a foreign limited liability company A. Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccu…
La. Rev. Stat. § 12:1350 Registered agent; registered office; principal business establishment; keeping of
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§1350. Registered agent; registered office; principal business establishment; keeping of records by foreign limited liability company A. Each foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state: (1) At…
La. Rev. Stat. § 12:1350.1 Annual report
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§1350.1. Annual report A. On or before the anniversary date of its qualification, each foreign limited liability company authorized to transact business in this state shall file an annual report each year with the secretary of state, signed by a member or manager, stating: (1) Th…
La. Rev. Stat. § 12:1351 Withdrawal
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§1351. Withdrawal A. A foreign limited liability company authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate, the limited liability company shall de…
La. Rev. Stat. § 12:1352 Termination of withdrawal proceedings
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§1352. Termination of withdrawal proceedings At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:1351, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be te…
La. Rev. Stat. § 12:1353 Revocation or suspension of certificate of authority; limitation on authority to do
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§1353. Revocation or suspension of certificate of authority; limitation on authority to do business with the state A. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state when any of the fo…
La. Rev. Stat. § 12:1354 Transacting business without authority
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§1354. Transacting business without authority A. No foreign limited liability company transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by and as…
La. Rev. Stat. § 12:1355 Authority to investigate; penalty
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§1355. Authority to investigate; penalty A. The secretary of state may investigate any foreign limited liability company transacting business in this state which does not have a certificate of authority to transact business in this state. B. The secretary of state may impose a pe…
La. Rev. Stat. § 12:1357 Merger or consolidation
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§1357. Merger or consolidation Any one or more domestic limited liability companies may merge or consolidate with or into a domestic limited liability company, partnership in commendam, partnership, or business or nonprofit corporation. Any one or more domestic limited liability …
La. Rev. Stat. § 12:1358 Agreement of merger or consolidation
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§1358. Agreement of merger or consolidation A. Each constituent entity shall enter into a written agreement of merger or consolidation, which shall be approved in accordance with R.S. 12:1359. B. The agreement of merger or consolidation shall set forth the following: (1) The name…
La. Rev. Stat. § 12:1359 Approval of merger or consolidation
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§1359. Approval of merger or consolidation A. A proposed agreement of merger or consolidation complying with the requirements of R.S. 12:1358 shall be authorized and approved in the manner provided by this Section: (1) A domestic limited liability company party to a proposed merg…
La. Rev. Stat. § 12:1360 Certificate of merger or consolidation
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§1360. Certificate of merger or consolidation A. After an agreement of merger or consolidation is authorized, approved, and certified as provided in R.S. 12:1359, the surviving entity or new entity shall file the agreement with the secretary of state or, in lieu thereof, may file…
La. Rev. Stat. § 12:1361 Effects of merger or consolidation
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§1361. Effects of merger or consolidation A. Consummation of a merger or consolidation has the effects provided in this Section: (1) The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the en…
La. Rev. Stat. § 12:1362 Merger or consolidation with foreign entity
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§1362. Merger or consolidation with foreign entity A. Any one or more domestic limited liability companies may merge or consolidate with or into a foreign limited liability company, foreign corporation, foreign partnership, or foreign limited partnership, and any one or more fore…
La. Rev. Stat. § 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the state
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§1363. Revocation and reinstatement of articles; limitation on authority to do business within the state A. If a limited liability company has failed to designate and maintain a registered office or to designate and maintain a registered agent pursuant to the provisions of R.S. 1…
La. Rev. Stat. § 12:1364 Filing, service, and copying fees
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§1364. Filing, service, and copying fees A. The secretary of state shall be paid fees as provided in R.S. 49:222 in advance for the following, for the use and benefit of the state, by every domestic limited liability company: (1) For filing and recording articles of organization,…
La. Rev. Stat. § 12:1365 Derivative actions
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§1365. Derivative actions A limited liability company shall be treated as an unincorporated association under Chapter 5 of Title II of Book I of the Louisiana Code of Civil Procedure. Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1366 Applicability of provisions to foreign and interstate commerce
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§1366. Applicability of provisions to foreign and interstate commerce A. Whenever a conflict arises between the law of this state and the laws of any other state with regard to the liability of members of a limited liability company organized and existing under this Chapter for t…
La. Rev. Stat. § 12:1367 Rules of construction
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§1367. Rules of construction A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this Chapter. B. It is the policy of this Chapter to give maximum effect to the principle of freedom of contract. C. Neither this Chap…
La. Rev. Stat. § 12:1368 Taxation
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§1368. Taxation A limited liability company created under this Chapter or entering the state pursuant to this Chapter shall pay such taxes as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign limited partnerships on an identical ba…
La. Rev. Stat. § 12:1369 Short title
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§1369. Short title This Chapter shall be known and may be cited as the "Limited Liability Company Law". Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:1370 Voting trusts
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§1370. Voting trusts A. One or more members of a limited liability company may, pursuant to an agreement in writing, transfer voting shares to any one or more persons or company having authority to act as trustees, for the purpose of vesting in the transferees, as trustees, for a…
La. Rev. Stat. § 12:1400 Terms defined
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§1400. Terms defined As used in this Chapter: (1) "Professional social work corporation" means a corporation organized pursuant to this Chapter for the practice of social work. (2) All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when…
La. Rev. Stat. § 12:1401 Professional corporations
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§1401. Professional corporations One or more natural persons, of full age and duly licensed to practice social work in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing social work. Such corporations shall be subject to all of the prov…
La. Rev. Stat. § 12:1402 The corporate name
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§1402. The corporate name The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor social work partnership, or it may consist of any other name approved by the secretary of state. …
La. Rev. Stat. § 12:1403 Corporate authority
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§1403. Corporate authority A professional social work corporation shall engage in no business other than the practice of social work, but may hold property for investment or in connection with its social work practice. Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1404 Shares
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§1404. Shares A. There shall be only one class of shares of a professional social work corporation, denominated common shares, which shall be either with or without par value. B. Either a shareholder who is a natural person duly licensed to practice social work in this state, and…
La. Rev. Stat. § 12:1405 Certificate of stock
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§1405. Certificate of stock A. Each certificate of stock shall contain the corporation's full name and the following statement: "Except when held in his own right by a natural person duly licensed to practice social work or another professional social work corporation in the stat…
La. Rev. Stat. § 12:1406 Liability of incorporators, subscribers, shareholders, directors, officers and agents
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§1406. Liability of incorporators, subscribers, shareholders, directors, officers and agents A. A subscriber to, or holder of, shares of a professional social work corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of…
La. Rev. Stat. § 12:1407 Action of shareholders
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§1407. Action of shareholders Any action by, or requiring the assent of, the shareholders of a professional social work corporation may be taken on the affirmative vote of a majority, or such greater proportion as the articles of incorporation may specify, in interest of the voti…
La. Rev. Stat. § 12:1408 Shareholders' agreements
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§1408. Shareholders' agreements A. Any lawful provision regulating the affairs of a professional social work corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement amo…
La. Rev. Stat. § 12:1409 Directors
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§1409. Directors Only voting shareholders, or voting shareholders of another professional social work corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall beco…
La. Rev. Stat. § 12:1410 Officers and agents
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§1410. Officers and agents A. Only voting shareholders, or voting shareholders of another professional social work corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall bec…
La. Rev. Stat. § 12:1411 Merger and consolidation
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§1411. Merger and consolidation Professional social work corporations may be merged into or consolidated only with other professional social work corporations. Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1412 Dissolution
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§1412. Dissolution A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional social work corporation. B. In the event of the death of a shareholder of a professional social work corporation, said shareholder's succe…
La. Rev. Stat. § 12:1413 Regulation by the Louisiana State Board of Social Work Examiners
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§1413. Regulation by the Louisiana State Board of Social Work Examiners Professional social work corporations shall be subject to the discipline of the Louisiana State Board of Social Work Examiners and to its authority to adopt rules and regulations governing the practice of soc…
La. Rev. Stat. § 12:1414 Short title
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§1414. Short title This Chapter shall be known and may be referred to as the "Professional Social Work Corporations Act". Acts 1997, No. 1169, §1.
La. Rev. Stat. § 12:1501 Applicability
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§1501. Applicability The provisions of this Chapter shall be applicable to all business organizations defined in R.S. 12:1502(B). Acts 2001, No. 1126, §1, eff. June 28, 2001; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
