Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:1303 Powers
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§1303. Powers A. All limited liability companies, regardless of date of organization, shall have the powers, rights, and privileges provided for a corporation organized under the Business Corporation Law (R.S. 12:1 et seq.), and provided for a partnership organized under Title XI…
La. Rev. Stat. § 12:1304 Formation
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§1304. Formation A. One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state. The articles of organization and initial report may be delivered to the secretary of stat…
La. Rev. Stat. § 12:1305 Articles of organization; initial report
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§1305. Articles of organization; initial report A. The articles of organization shall be written in the English language and shall be executed by at least one person, who need not be a member or manager of the limited liability company. The articles of organization shall be ackno…
La. Rev. Stat. § 12:1306 Name
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§1306. Name A. The name of each limited liability company as set forth in its articles of organization: (1)(a) Except for low-profit limited liability companies, shall contain the words "limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C.". (b) For lo…
La. Rev. Stat. § 12:1307 Reservation of name; transfer of reserved name
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§1307. Reservation of name; transfer of reserved name A. The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by any of the following: (1) A person who intends to organize a domestic limited liability company under this C…
La. Rev. Stat. § 12:1308 Registered office and registered agent
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§1308. Registered office and registered agent A. Each limited liability company shall continuously maintain: (1) A registered office in this state. (2) At least one registered agent who shall be one of the following: (a) A citizen of the state who resides in this state. (b) A par…
La. Rev. Stat. § 12:1308.1 Annual report
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§1308.1. Annual report A. On or before the anniversary date of organization of each limited liability company, a manager of the company, if its management is vested in one or more managers, or a member of the company, if its management is reserved to the members, shall file an an…
La. Rev. Stat. § 12:1308.2 Failure to file annual report; revocation and reinstatement of articles; limitation on
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§1308.2. Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state A. The secretary of state shall revoke the articles of organization of a domestic limited liability company if it fails to file an annual report…
La. Rev. Stat. § 12:1308.3 Conversion of state of organization
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§1308.3. Conversion of state of organization A. Unless prohibited by the laws of the other state, a domestic limited liability company may convert its state of organization from this state to any other state, and a foreign limited liability company may convert its state of organi…
La. Rev. Stat. § 12:1309 Amendment of articles of organization
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§1309. Amendment of articles of organization A. The articles of organization shall be amended when any of the following occurs: (1) There is a change in the name of the limited liability company. (2) There is a false or erroneous statement in the articles of organization. (3) The…
La. Rev. Stat. § 12:131 Repealed by Acts 2014, No
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§131. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §12, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1975, No. 433, §1; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 914, §1; Acts 2010, No. 7, §2, eff. M…
La. Rev. Stat. § 12:1310 Certificates of correction
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§1310. Certificates of correction A. If any instrument filed with the secretary of state under this Chapter contains an inaccurate record of the action therein referred to or has been defectively executed, the instrument may be corrected by the filing of a certificate of correcti…
La. Rev. Stat. § 12:1310.1 Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
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§1310.1. Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence Whenever any immovable property is acquired by one or more persons acting in any capacity for and in the name of any limited liability company which has…
La. Rev. Stat. § 12:1311 Management by members
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§1311. Management by members Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members, subject to any provision in a written operating agreement restricting or enlarging the management rights and d…
La. Rev. Stat. § 12:1312 Managers
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§1312. Managers A. The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not, be members. B. The articles of organization or an operating agreement may presc…
La. Rev. Stat. § 12:1313 Election and removal of managers
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§1313. Election and removal of managers If management is vested in one or more managers pursuant to R.S. 12:1312, then, unless otherwise provided in the articles of organization or an operating agreement: (1) Election of managers to fill initial positions or vacancies shall be by…
La. Rev. Stat. § 12:1314 Duties of members and managers
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§1314. Duties of members and managers A. Subject to the provisions of R.S. 12:1315, a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312: (1) Shall be deemed to stand in a fiduciary relationship t…
La. Rev. Stat. § 12:1315 Limitation of liability and indemnification of members and managers
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§1315. Limitation of liability and indemnification of members and managers A. Subject to Subsection B of this Section, the articles of organization or a written operating agreement may: (1) Eliminate or limit the personal liability of a member or members, if management is reserve…
La. Rev. Stat. § 12:1316 Voting by managers
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§1316. Voting by managers Except as otherwise provided in the articles of organization or an operating agreement, if the limited liability company has more than one manager, each manager shall be entitled to a single vote on all matters properly brought before the managers, and a…
La. Rev. Stat. § 12:1317 Agency power of managers or members
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§1317. Agency power of managers or members A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, is a mandatary of the limited liability company for all matters in the ordinary course of its…
La. Rev. Stat. § 12:1317.1 Company representation; state entities
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§1317.1. Company representation; state entities Any representative of a limited liability company having five or fewer members shall have the consent of a majority interest of the members and evidence of such consent by authentic act in order to represent the company interest to …
La. Rev. Stat. § 12:1318 Voting rights of members
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§1318. Voting rights of members A. Unless otherwise provided in the articles of organization or a written operating agreement, each member of a limited liability company shall be entitled to cast a single vote on all matters properly brought before the members, and all decisions …
La. Rev. Stat. § 12:1319 Records and information
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§1319. Records and information A. Each limited liability company shall keep at its registered office the following: (1) A current list of the full name and last known business address of each member and manager, if management is vested in one or more managers pursuant to R.S. 12:…
La. Rev. Stat. § 12:132 Repealed by Acts 2014, No
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§132. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 2014, No. 328, §5, eff. Jan. 1, 2015. *15 U.S.C. §77B ET SEQ.
La. Rev. Stat. § 12:1320 Liability to third parties of members and managers
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§1320. Liability to third parties of members and managers A. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of th…
La. Rev. Stat. § 12:1321 Contributions to capital
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§1321. Contributions to capital The contribution of a member to a limited liability company may take the form of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services. Acts 1992, No. 780, §2, eff.…
La. Rev. Stat. § 12:1322 Liability for contribution
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§1322. Liability for contribution A. A promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member. B. Except as provided in a written operating agreement, a member's obligation to the limited liab…
La. Rev. Stat. § 12:1323 Sharing of profits and losses
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§1323. Sharing of profits and losses The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent the operating agreement does not so provide in writi…
La. Rev. Stat. § 12:1324 Interim distributions
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§1324. Interim distributions A. Except as provided in this Chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liabi…
La. Rev. Stat. § 12:1325 Distributions upon withdrawal
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§1325. Distributions upon withdrawal A. If a limited liability company has been constituted for a term, a member may withdraw without the consent of the other members prior to the expiration of the term, provided he has just cause arising out of the failure of another member to p…
La. Rev. Stat. § 12:1326 Distribution in kind
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§1326. Distribution in kind Except as provided in a written operating agreement, a member, regardless of the nature of the member's contribution, shall have no right to demand and receive any distribution from a limited liability company in any form other than cash. No member sha…
La. Rev. Stat. § 12:1327 Restrictions on making distributions
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§1327. Restrictions on making distributions A. No distribution shall be made if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its debts as they become due in the usual course of business. (2) The limited liability company's t…
La. Rev. Stat. § 12:1328 Liability upon wrongful distribution
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§1328. Liability upon wrongful distribution A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, who knowingly, or without the exercise of reasonable care and inquiry, votes for or assents …
La. Rev. Stat. § 12:1329 Nature of membership interest
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§1329. Nature of membership interest A membership interest shall be an incorporeal movable. A member shall have no interest in limited liability company property. Acts 1992, No. 780, §2, eff. July 7, 1992.
La. Rev. Stat. § 12:133 Repealed by Acts 2014, No
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§133. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1330 Assignment of membership interest
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§1330. Assignment of membership interest A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part. An assignment of a membership interest shall not entitle the assignee to become or to ex…
La. Rev. Stat. § 12:1331 Rights of judgment creditor
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§1331. Rights of judgment creditor On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent so charged, the …
La. Rev. Stat. § 12:1332 Right of assignee to become a member
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§1332. Right of assignee to become a member A. Except as otherwise provided in the articles of organization or a written operating agreement: (1) An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited li…
La. Rev. Stat. § 12:1333 Powers of estate of a deceased or incompetent member
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§1333. Powers of estate of a deceased or incompetent member A. Except as otherwise provided in the articles of organization, a written operating agreement, or as provided in R.S. 12:1333.1, if a member who is an individual dies or a court of competent jurisdiction adjudges him to…
La. Rev. Stat. § 12:1333.1 Single-member limited liability company; powers of the estate succession
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§1333.1. Single-member limited liability company; powers of the estate succession representative A. Notwithstanding any provision of law to the contrary, the death of the member of a single-member limited liability company shall not result in the termination of the interest of th…
La. Rev. Stat. § 12:1334 Dissolution
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§1334. Dissolution Except as provided in the articles of organization or a written operating agreement, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) The occurrence of events specified in writing in the ar…
La. Rev. Stat. § 12:1335 Judicial dissolution
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§1335. Judicial dissolution On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating…
La. Rev. Stat. § 12:1335.1 Dissolution by affidavit
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§1335.1. Dissolution by affidavit A. In addition to all other methods of dissolution, if a limited liability company is no longer doing business, owes no debts, and owns no immovable property, it may be dissolved by filing an affidavit with the secretary of state executed by the …
La. Rev. Stat. § 12:1336 Winding up
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§1336. Winding up A. Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution the members shall wind up the limited liability company's affairs. The windup of the limited liability company's affairs may be conducted by appoin…
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. § 12:134 Repealed by Acts 2014, No
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§134. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1984, No. 841, §2, eff. July 13, 1984; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
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…