Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:1801 Short title
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§1801. Short title This Chapter shall be known and may be cited as the "Benefit Corporations Law". Acts 2012, No. 442, §1.
La. Rev. Stat. § 12:1802 Application and effect of Chapter
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§1802. Application and effect of Chapter A. This Chapter shall apply to all benefit corporations. B. The existence of a provision of this Chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not…
La. Rev. Stat. § 12:1803 Definitions
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§1803. Definitions A. As used in this Chapter, the following terms and phrases shall have the meaning ascribed to them in this Section, unless the context clearly indicates otherwise: (1) "Affiliate" means, in relation to a person, a subsidiary of the person or an entity which ow…
La. Rev. Stat. § 12:1804 Election of status; corporate name
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§1804. Election of status; corporate name A. A business corporation incorporated in accordance with R.S. 12:1-201 et seq., may elect to be a benefit corporation under this Chapter by stating in its articles that it is a benefit corporation subject to this Chapter. B. Any amendmen…
La. Rev. Stat. § 12:1805 Termination of status
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§1805. Termination of status A. A benefit corporation may terminate its status as such and cease to be subject to this Chapter by amending its articles to delete the provision required by R.S. 12:1804 to be stated in the articles of a benefit corporation. In order to be effective…
La. Rev. Stat. § 12:1811 Corporate purposes
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§1811. Corporate purposes A. A benefit corporation shall have a purpose of creating a general public benefit. This purpose is in addition to its purpose as described in R.S. 12:1-201 et seq. B. The articles of a benefit corporation may identify one or more specific public benefit…
La. Rev. Stat. § 12:1821 Standard of conduct for directors
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§1821. Standard of conduct for directors A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation: (1) Shall cons…
La. Rev. Stat. § 12:1822 Benefit director
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§1822. Benefit director A. The board of directors of a benefit corporation shall include a director who shall be designated the benefit director and who shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the po…
La. Rev. Stat. § 12:1823 Standard of conduct for officers
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§1823. Standard of conduct for officers A. Each officer of a benefit corporation shall consider the interests and factors described in R.S. 12:1821 in the manner provided in that Section if all of the following applies: (1) The officer has discretion to act with respect to the ma…
La. Rev. Stat. § 12:1824 Benefit officer
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§1824. Benefit officer A. A benefit corporation may have an officer designated as the benefit officer. B. A benefit officer shall have all of the following: (1) The powers and duties relating to the purpose of the corporation to create a general public benefit or specific public …
La. Rev. Stat. § 12:1825 Right of action
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§1825. Right of action A. The duties of directors and officers under this Chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in accordance with this Section in a benefit enforcement proceeding, and …
La. Rev. Stat. § 12:1831 Annual benefit report
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§1831. Annual benefit report A. A benefit corporation shall prepare an annual benefit report including all of the following: (1) A narrative description of all of the following: (a) The ways in which the benefit corporation pursued a general public benefit during the year and the…
La. Rev. Stat. § 12:1832 Stock certificates
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§1832. Stock certificates All certificates representing shares in a benefit corporation shall contain, in addition to any other statements required by the Business Corporation Law, the following conspicuous language on the face of the certificate: "This corporation is a benefit c…
La. Rev. Stat. § 12:1851 Legislative finding; public purpose
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§1851. Legislative finding; public purpose A. Louisiana is currently experiencing a crisis in the availability and affordability of insurance for churches and nonprofit religious organizations. Louisiana property owners and their insurers sustained catastrophic losses in 2020 and…
La. Rev. Stat. § 12:1852 Creation of fund
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§1852. Creation of fund The Louisiana Churches and Nonprofit Religious Organizations Self-Insured Fund is hereby created for the purpose of allowing churches, religious organizations, and religious denominations to band together and self-insure, thereby increasing the availabilit…
La. Rev. Stat. § 12:1853 Authorization; requirements; regulation
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§1853. Authorization; requirements; regulation A. Two or more churches or nonprofit religious organizations or one or more religious denominations may agree to pool their liabilities for the purposes of providing property coverage for their buildings and properties, so long as th…
La. Rev. Stat. § 12:1854 Definitions
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§1854. Definitions Wherever used in this Chapter, unless a different meaning clearly appears in the context, the following terms, whether used in the singular or plural, shall have the following meanings: (1) "Church" means a nonprofit religious organization made up of a group of…
La. Rev. Stat. § 12:1855 Agreement to pool liabilities; initial financial requirements
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§1855. Agreement to pool liabilities; initial financial requirements A.(1) Any arrangement authorized pursuant to this Chapter shall not be deemed to be an insurer or insurance and shall not be subject to the Louisiana Insurance Code unless specifically referenced in this Chapter…
La. Rev. Stat. § 12:1856 Requirements; excess insurance; administrative and service companies; status;
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§1856. Requirements; excess insurance; administrative and service companies; status; liability; refunds A. The fund established pursuant to this Chapter shall comply with all of the following items: (1) File rates in accordance with R.S. 12:1860 and maintain at least seven hundre…
La. Rev. Stat. § 12:1857 Investments
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§1857. Investments A. Only a security or other investment that is interest-bearing or interest-accruing or dividend-paying or income-paying and which is not then in default may be purchased or acquired by the fund, and the fund shall receive for its exclusive account and benefit …
La. Rev. Stat. § 12:1858 Authority of department
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§1858. Authority of department A. No fund shall become operative until it is issued a certificate of authority by the department. Except for the certificate of authority, the department shall keep confidential all documents and records associated with the provisions of this Secti…
La. Rev. Stat. § 12:1859 Licensing of agents; claims against insurance agents
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§1859. Licensing of agents; claims against insurance agents A. Any person soliciting membership for the fund shall be licensed by the department as a property and casualty insurance producer pursuant to R.S. 22:1541 et seq. No employee of the fund, religious denomination, or asso…
La. Rev. Stat. § 12:1860 Rates; filing; review of rate determination
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§1860. Rates; filing; review of rate determination A. The fund shall file rates on an actuarially justified basis with the department and may use the rates ninety days after the date of the filing, unless the department disapproves the use of these rates within the ninety-day per…
La. Rev. Stat. § 12:1861 Consecutive net losses
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§1861. Consecutive net losses If the fund has three years of consecutive net losses on the audited financial statements of the fund, or two years of consecutive net losses on the audited financial statements of the fund in excess of five hundred thousand dollars or five percent o…
La. Rev. Stat. § 12:1862 Insolvencies
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§1862. Insolvencies A. If the fund is insolvent, in addition to any other provision of law or rule, the department shall require that the fund files a written plan within sixty days from the date the fund becomes aware of the insolvency, and the plan shall be signed by the board …
La. Rev. Stat. § 12:1863 Examination
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§1863. Examination A. The department shall, at least once every five years, conduct an examination of the group self-insurance fund and at such other times as the department deems it necessary. B. If an examination is needed, the department shall appoint one or more examiners to …
La. Rev. Stat. § 12:1864 Examination reports
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§1864. Examination reports A. All examination reports shall be comprised only of facts appearing upon the books, records, or other documents of the group self-insurance fund or as ascertained from the testimony of its officers or agents or other persons examined concerning its af…
La. Rev. Stat. § 12:1865 Authorization of the department to employ investigators
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§1865. Authorization of the department to employ investigators The department may employ investigators to investigate complaints received against the group self-insurance fund authorized to do business in this state and against any unauthorized group self-insurance fund that is r…
La. Rev. Stat. § 12:1866 Disclosure
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§1866. Disclosure A. It is unlawful for any person who is an officer, trustee, employee, administrator, agent, or representative of the group self-insurance fund, as well as any person, partnership, corporation, banking corporation, or any other legal entity which performs any se…
La. Rev. Stat. § 12:1867 Departmental complaint directives; failure to comply; fines; hearing
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§1867. Departmental complaint directives; failure to comply; fines; hearing A. Any person subject to the regulatory authority of the department who fails to comply with any directive issued by the department in connection with a consumer complaint filed pursuant to this Chapter s…
La. Rev. Stat. § 12:1868 Dissolution
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§1868. Dissolution A. If the fund elects to dissolve, it shall apply to the department for authority to dissolve. An application for dissolution shall be made on a form prescribed by the department and shall be approved or disapproved by the department within sixty days of receip…
La. Rev. Stat. § 12:1869 Exclusive use of information
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§1869. Exclusive use of information A.(1) Except as otherwise provided in this Section, for purposes of soliciting, selling, or negotiating the renewal or sale of group self-insurance coverage, products, or insurance services, an insurance agent or insurance broker shall have the…
La. Rev. Stat. § 12:1870 Jurisdiction
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§1870. Jurisdiction The Nineteenth Judicial District Court shall have exclusive jurisdiction over any proceeding instituted pursuant to this Chapter. Acts 2023, No. 259, §§1, 3A, eff. June 12, 2023.
La. Rev. Stat. § 12:2 Repealed by Acts 2014, No
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§2. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1999, No. 342, §5; Acts 2001, No. 1032, §4; Acts 2006, No. 256, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:2.1 Repealed by Acts 2014, No
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§2.1. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 2012, No. 835, §1, eff. Jan. 1, 2013; Acts 2014, No. 328, §5, eff. Jan. 1, 2015, Acts 2014, No. 162, §1, eff. May 22, 2014.
La. Rev. Stat. § 12:2.2 Repealed by Acts 2014, No
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§2.2. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 2012, No. 835, §1, eff. Jan. 1, 2013; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:201 Terms defined
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§201. Terms defined As used in this Chapter, unless the context requires otherwise, (1) "Address" means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by t…
La. Rev. Stat. § 12:202 Incorporation
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§202. Incorporation One or more natural or artificial persons capable of contracting may form a nonprofit corporation under this Chapter. Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:202.1 Limitation on formation; exceptions
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§202.1. Limitation on formation; exceptions A. Notwithstanding any other provisions of this Chapter or of any other law, no state board, commission, or department, nor any other persons, acting on behalf of such state board, commission, or department, shall incorporate or cause t…
La. Rev. Stat. § 12:203 Articles of incorporation
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§203. Articles of incorporation A. The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by one of the persons…
La. Rev. Stat. § 12:204 Corporate name
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§204. Corporate name A. The corporate name may be in any language, but expressed in English letters or characters. The corporate name shall not imply that the corporation is an administrative agency of this state, or any of its political subdivisions, or of the United States. It …
La. Rev. Stat. § 12:204.1 Corporate name restrictions
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§204.1. Corporate name restrictions A. Except as provided in this Section, the corporate name of a nonprofit corporation or organization shall not contain the name of any public park, playground, or other public facility together with the word "benefit", "benevolent", "endowment"…
La. Rev. Stat. § 12:204.2 Naming of certain nonprofit corporations
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§204.2. Naming of certain nonprofit corporations Notwithstanding R.S. 12:204 or any other law to the contrary, a nonprofit corporation, incorporated under the laws of the state of Louisiana, may include the word "parish" in its name if the corporation meets all of the following c…
La. Rev. Stat. § 12:205 Filing and recording articles; issuance and effect of certificate of incorporation;
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§205. Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence A. The articles shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the articles of incorporatio…
La. Rev. Stat. § 12:205.1 Annual report to secretary of state
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§205.1. Annual report to secretary of state A. On or before the anniversary date each year of the corporation, an officer or director of each corporation shall make and sign in its name a report to the secretary of state, stating: (1) The post office address and the municipal add…
La. Rev. Stat. § 12:206 Effect of filing or recording papers
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§206. Effect of filing or recording papers The filing and recording of articles and other documents pursuant to this Chapter are required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but no person dealing with a corporat…
La. Rev. Stat. § 12:207 General powers
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§207. General powers A. A corporation shall have the power to perform any acts which are necessary or proper to accomplish its purposes as expressed or implied in the articles, or which may be incidental thereto. B. Without limiting the grant of power contained in subsection A of…
La. Rev. Stat. § 12:208 Defense of ultra vires
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§208. Defense of ultra vires A. Invalidity of an act of a corporation, or of a conveyance or transfer of movable or immovable property to or by a corporation, by reason of the fact that the corporation was without capacity or power to perform such act or to make or receive such c…
La. Rev. Stat. § 12:209 Corporations not required to be non-stock corporations
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§209. Corporations not required to be non-stock corporations A corporation which is not permitted to distribute its net assets to its members upon dissolution may be organized either on a stock basis or on a non-stock basis. Acts 1968, No. 105, §1; Acts 1987, No. 294, §1, eff. Ju…
La. Rev. Stat. § 12:21 Repealed by Acts 2014, No
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§21. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.