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La. Rev. Stat. § 12:1-1403 Articles of dissolution
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§1-1403. Articles of dissolution A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following: (1) The name of the corporation. (2) The date dissolution w…
La. Rev. Stat. § 12:1-1404 Revocation of dissolution
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§1-1404. Revocation of dissolution A. A corporation that is not terminated may revoke its dissolution within one hundred and twenty days of its effective date. B. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authori…
La. Rev. Stat. § 12:1-1405 Effect of dissolution
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§1-1405. Effect of dissolution A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following: (1) Collecting its assets. (2) Disposing of its…
La. Rev. Stat. § 12:1-1406 Known claims against dissolved corporation
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§1-1406. Known claims against dissolved corporation A. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. B. The written notice must do all of the following: (1) D…
La. Rev. Stat. § 12:1-1407 Other claims against dissolved corporation
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§1-1407. Other claims against dissolved corporation A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. B. The notice must do all of the following:…
La. Rev. Stat. § 12:1-1408 Court proceedings
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§1-1408. Court proceedings A. A dissolved corporation that has published a notice under R.S. 12:1-1407 may file an application with the district court of the parish where the dissolved corporation's principal office or, if none in this state, its registered office is located for …
La. Rev. Stat. § 12:1-1409 Responsibility of the board of directors
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§1-1409. Responsibility of the board of directors A. The board of directors of a dissolved corporation is responsible for winding up and liquidating the business and affairs of the corporation as contemplated by R.S. 12:1-1405 (A). The board of directors may authorize a distribut…
La. Rev. Stat. § 12:1-141 Notices and other communications
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§1-141. Notices and other communications A. Except as provided in R.S. 12:1-303, notice under this Chapter must be in writing. Unless otherwise agreed between the sender and the recipient, a notice or other communication under this Chapter must be in English. B. A notice or other…
La. Rev. Stat. § 12:1-1410 Certain sections in Subpart A applicable to all dissolved corporations
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§1-1410. Certain sections in Subpart A applicable to all dissolved corporations R.S. 12:1-1405 through 1-1409 apply to a dissolved corporation regardless of whether the dissolution is voluntary or judicial. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-142 Number of shareholders
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§1-142. Number of shareholders A. For purposes of this Chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Co-owners. (2) A corporation, partnership or other entity. (3) A trust or estate or the tru…
La. Rev. Stat. § 12:1-143 Qualified director
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§1-143. Qualified director A. A "qualified director" is a director who meets the following criteria: (1) At the time action is to be taken under R.S. 12:1-744, does not have either of the following conflicting interests: (a) A material interest in the outcome of the proceeding. (…
La. Rev. Stat. § 12:1-1430 Grounds for judicial dissolution
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§1-1430. Grounds for judicial dissolution A. A district court may dissolve a corporation in any of the following: (1) A proceeding by the attorney general if either of the following is established: (a) The corporation obtained its articles of incorporation through fraud. (b) The …
La. Rev. Stat. § 12:1-1431 Procedure for judicial dissolution
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§1-1431. Procedure for judicial dissolution A. Venue for a proceeding by the attorney general to dissolve a corporation lies in East Baton Rouge Parish. Venue for a proceeding brought by any other party named in R.S. 12:1-1430(A) lies in the parish where the corporation's princip…
La. Rev. Stat. § 12:1-1432 Appointment of receiver or liquidator
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§1-1432. Appointment of receiver or liquidator A. Unless an election to purchase has been filed under R.S. 12:1-1434, a court in a judicial proceeding brought to dissolve a corporation or to continue a dissolution under court supervision may appoint one or more liquidators to win…
La. Rev. Stat. § 12:1-1433 Judgment of dissolution
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§1-1433. Judgment of dissolution A. If after a hearing the court determines that one or more grounds for judicial dissolution described in R.S. 12:1-1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk …
La. Rev. Stat. § 12:1-1434 Election to purchase in lieu of dissolution
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§1-1434. Election to purchase in lieu of dissolution A. In a proceeding under R.S. 12:1-1430(A)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the …
La. Rev. Stat. § 12:1-1435 Oppressed shareholder's right to withdraw
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§1-1435. Oppressed shareholder's right to withdraw A. If a corporation engages in oppression of a shareholder, the shareholder may withdraw from the corporation and require the corporation to buy all of the shareholder's shares at their fair value. B. A corporation engages in opp…
La. Rev. Stat. § 12:1-1436 Judicial determination of fair value and payment terms for withdrawing
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§1-1436. Judicial determination of fair value and payment terms for withdrawing shareholder's shares A.(1) If a shareholder's right to withdraw from a corporation is recognized by means of a notice of acceptance under R.S. 12:1-1435(E), but the notice does not create a contract u…
La. Rev. Stat. § 12:1-1437 Stay of duplicative proceedings
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§1-1437. Stay of duplicative proceedings A. On motion by the corporation, a court shall stay a duplicative proceeding by a shareholder who has given a notice of withdrawal to the corporation as provided in R.S. 12:1-1435(D). The court shall lift the stay on motion by the sharehol…
La. Rev. Stat. § 12:1-1438 Conversion of oppression proceeding into court-supervised dissolution
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§1-1438. Conversion of oppression proceeding into court-supervised dissolution A. A corporation may by contradictory motion convert a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 into a proceeding for a court-supervised dissolution of the corporation if the d…
La. Rev. Stat. § 12:1-144 Householding
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§1-144. Householding A. A corporation has delivered written notice or any other report or statement under this Chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following conditions are met: (1) The corporation deli…
La. Rev. Stat. § 12:1-1440 Articles of termination
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§1-1440. Articles of termination A. When the board of directors, or the liquidator acting during the liquidator's appointment, determines that the corporation has completed the winding up and liquidation of its business and affairs, the board of directors or liquidator may cause …
La. Rev. Stat. § 12:1-1441 Simplified termination procedure for certain corporations
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§1-1441. Simplified termination procedure for certain corporations A. The existence of a corporation may be terminated as provided in this Section if the corporation satisfies all of the following conditions: (1) Does not owe any debts. (2) Does not own any immovable property. (3…
La. Rev. Stat. § 12:1-1442 Administrative termination
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§1-1442. Administrative termination A. Subject to Subsection B of this Section, the secretary of state shall terminate the existence of a corporation if, according to the records of the secretary of state, the corporation has failed for ninety consecutive days to do either of the…
La. Rev. Stat. § 12:1-1443 Effective date and effects of termination
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§1-1443. Effective date and effects of termination A. The filing by the secretary of state of a corporation's articles of termination under R.S. 12:1-1440 or 1-1441 or a certificate of termination under R.S. 12:1-1442 causes the existence of the corporation to terminate on the ef…
La. Rev. Stat. § 12:1-1444 Reinstatement of terminated corporation
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§1-1444. Reinstatement of terminated corporation A. A terminated corporation may be reinstated if the corporation satisfies both of the following conditions: (1) It was not dissolved by a judgment of dissolution. (2) It requests reinstatement in accordance with this Section no la…
La. Rev. Stat. § 12:1-1445 Appointment of liquidator for terminated corporation
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§1-1445. Appointment of liquidator for terminated corporation On application of any interested party, a district court may, ex parte or on such notice as the court may order, appoint a liquidator to act on behalf of a terminated corporation with respect to any of its undistribute…
La. Rev. Stat. § 12:1-1601 Corporate records
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§1-1601. Corporate records A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a commit…
La. Rev. Stat. § 12:1-1602 Inspection of records by shareholders
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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. § 12:1-1705 Transition rule for reinstatement of a corporation with a revoked charter
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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
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§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 …
