Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:210 Members, shareholders and certificates
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§210. Members, shareholders and certificates Except as provided in R.S. 12:209: A. A corporation may be organized on either a stock basis or a non-stock basis or both, as set forth in its articles. B. The shares of corporations organized in whole or in part on a stock basis shall…
La. Rev. Stat. § 12:211 Subscriptions for shares
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§211. Subscriptions for shares A. Subscriptions for shares, whether made before or after the formation of a corporation, shall be in writing. Subscriptions for shares may be revoked at any time by either party upon such ground as exists for the rescission of any contract. B. Unle…
La. Rev. Stat. § 12:212 Shareholders' preemptive rights
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§212. Shareholders' preemptive rights Shareholders shall have only such preemptive rights as may be provided in the articles. If the articles simply provide that "Shareholders shall have preemptive rights", then: A. Each holder of shares having voting rights shall, upon issuance …
La. Rev. Stat. § 12:213 Issuance of shares; consideration
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§213. Issuance of shares; consideration A. Par-value shares may be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed by the board of directors. Shares without par value may be issued initially for such considerati…
La. Rev. Stat. § 12:214 Reservation of shares
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§214. Reservation of shares A. A corporation shall reserve from its authorized but unissued shares, or its treasury shares, sufficient shares to meet its issuance obligations under subscription rights, warrants, options and conversion privileges. B. Shares issuable pursuant to an…
La. Rev. Stat. § 12:215 Convertible securities and stock-purchase rights
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§215. Convertible securities and stock-purchase rights A. Unless the articles provide otherwise, a corporation shall have authority, whether or not in connection with the issuance and sale of any of its shares or other securities, to create and issue rights and options in any for…
La. Rev. Stat. § 12:216 Redemption, purchase and cancellation of shares
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§216. Redemption, purchase and cancellation of shares A. A corporation shall not purchase or redeem its shares when it is insolvent; or when such purchase or redemption would render it insolvent or would reduce its net assets below the aggregate amount payable on liquidation upon…
La. Rev. Stat. § 12:217 Classes and qualifications of membership
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§217. Classes and qualifications of membership A. Membership shall be of the classes, and shall be governed by the rules of admission, retention, suspension and expulsion, which the articles or by-laws prescribe; provided that all rules shall be reasonable, germane to the purpose…
La. Rev. Stat. § 12:218 Membership dues; assessments
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§218. Membership dues; assessments A. Corporations may levy dues or assessments, or both, upon their members, but only in accordance with authority conferred either by the articles or the by-laws. B. Dues or assessments, or both, may be levied upon shares and non-shareholding mem…
La. Rev. Stat. § 12:219 Liability of subscribers and members
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§219. Liability of subscribers and members A. A member of a corporation shall not be liable personally for any obligation of the corporation. B. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the members who …
La. Rev. Stat. § 12:22 Repealed by Acts 2014, No
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§22. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:220 Reduction of membership below stated number
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§220. Reduction of membership below stated number Whenever the membership of a corporation having a stated number of members is reduced below that number, the corporation shall not on that account be dissolved. It shall be lawful for the surviving or continuing members to continu…
La. Rev. Stat. § 12:221 Capital, surplus, allocation thereto, and increases and reductions thereof
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§221. Capital, surplus, allocation thereto, and increases and reductions thereof A. Upon initial issuance of par-value shares, that part of the consideration received therefor which is equal to the par value thereof, plus such additional part of such consideration as the board of…
La. Rev. Stat. § 12:222 Bylaws
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§222. Bylaws A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred s…
La. Rev. Stat. § 12:223 Corporate records and reports
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§223. Corporate records and reports A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order …
La. Rev. Stat. § 12:224 Board of directors
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§224. Board of directors A. The directors may be given any title deemed appropriate, but shall be subject to all the provisions relating to directors. B. Subject to any limitations, restrictions, or reservations in the articles, the bylaws, or this Chapter, the affairs of the cor…
La. Rev. Stat. § 12:225 Officers and agents
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§225. Officers and agents A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents. Unless otherwise provided in the articles, none of said officers need be a director, and any two of these offices may be combine…
La. Rev. Stat. § 12:226 Relation of directors and officers to corporation and members; liability
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§226. Relation of directors and officers to corporation and members; liability of officers and directors A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members and shall discharge the duties of their respective positions in g…
La. Rev. Stat. § 12:227 Indemnification of officers, directors, employees and agents; insurance
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§227. Indemnification of officers, directors, employees and agents; insurance A. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including…
La. Rev. Stat. § 12:228 Interested directors; quorum
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§228. Interested directors; quorum A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other nonprofit, business or foreign corporation, partnership, or other organization in which one or more of its d…
La. Rev. Stat. § 12:229 Meetings of members
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§229. Meetings of members A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in th…
La. Rev. Stat. § 12:23 Repealed by Acts 2014, No
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§23. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts No. 1968, No. 105, §1. Amended by Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 296, §§1, 2; Acts 1997, No. 362, §1; Acts 1999, No. 342, §5; Acts 1999, No. 860…
La. Rev. Stat. § 12:230 Notice of meetings of members
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§230. Notice of meetings of members A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to b…
La. Rev. Stat. § 12:231 Quorum of members
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§231. Quorum of members A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply…
La. Rev. Stat. § 12:232 Voting of members
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§232. Voting of members A. Unless otherwise provided in the articles or by-laws, every member of a corporation shall be entitled to one vote, or if a shareholding member, one vote for each share standing in his name on the books of the corporation; provided that on and after the …
La. Rev. Stat. § 12:233 Unanimous consent
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§233. Unanimous consent A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on t…
La. Rev. Stat. § 12:234 Fixing record date
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§234. Fixing record date A. For the purpose of determining members entitled to notice of, and to vote at, a meeting, or in order to make a determination of members for any other proper purpose, the board of directors may fix in advance a record date for determination of members f…
La. Rev. Stat. § 12:235 Voting trusts
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§235. Voting trusts A. Two or more shareholders of a corporation may, pursuant to an agreement in writing, transfer their shares to any one or more persons or corporations having authority to act as trustees, for the purpose of vesting in the transferees, as trustees, for a perio…
La. Rev. Stat. § 12:236 Registered office and agent
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§236. Registered office and agent A. Every corporation shall continuously maintain an office in this state, to be known as its registered office. The location and post office address of the original registered office shall be stated in the articles, as provided in R.S. 12:203. B.…
La. Rev. Stat. § 12:237 Amendment of articles generally
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§237. Amendment of articles generally A. A corporation may amend its articles in compliance with any method stipulated in its articles. B. If the articles do not stipulate a method of amendment, or do not stipulate in detail the procedure for amendment thereof, an amendment alter…
La. Rev. Stat. § 12:237.1 Amendment of articles; special provision
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§237.1. Amendment of articles; special provision A. Notwithstanding any provision in this Section or in the articles of incorporation to the contrary (except as provided in Subsection B of this Section), the articles of incorporation of each corporation that is a private foundati…
La. Rev. Stat. § 12:238 Articles of amendment; contents; filing
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§238. Articles of amendment; contents; filing A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members…
La. Rev. Stat. § 12:239 Special amendment provisions
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§239. Special amendment provisions A. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rig…
La. Rev. Stat. § 12:239.1 Certificate of correction
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§239.1. Certificate of correction A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be co…
La. Rev. Stat. § 12:24 Repealed by Acts 2014, No
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§24. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 1970, No. 50, §1, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 261, §1, eff. July 3, 1987; Acts 1990, No. 745, §2; Acts 1997, No. 914, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015…
La. Rev. Stat. § 12:240 Reclassification of stock
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§240. Reclassification of stock A. In case of a reclassification of stock, the articles of amendment shall state: (1) The number of shares that have a par value and the par value thereof, and the number of shares that have no par value; (2) If the shares are divided into classes,…
La. Rev. Stat. § 12:241 Restatement of articles
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§241. Restatement of articles A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses o…
La. Rev. Stat. § 12:242 Authorization for mergers and consolidations
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§242. Authorization for mergers and consolidations A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization …
La. Rev. Stat. § 12:243 Merger or consolidation procedure
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§243. Merger or consolidation procedure Merger or consolidation may be effected only as a result of a joint agreement entered into, approved and filed as follows: (1) The board of directors of each of the nonprofit, business and foreign corporations which desire to merge or conso…
La. Rev. Stat. § 12:244 Consolidation; articles of incorporation
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§244. Consolidation; articles of incorporation A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:203, except that: (1) The nonpro…
La. Rev. Stat. § 12:245 When merger or consolidation effective
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§245. When merger or consolidation effective A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporatio…
La. Rev. Stat. § 12:246 Effect of merger or consolidation
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§246. Effect of merger or consolidation Upon the effectiveness of the merger or consolidation, the effect thereof shall be that: A. The several parties to the joint agreement shall be one nonprofit, business or foreign corporation, which shall be (1) In the case of merger, that o…
La. Rev. Stat. § 12:247 Voluntary transfer of assets
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§247. Voluntary transfer of assets A. A voluntary sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation, including its good will, franchise or other rights, may be authorized by it, in the manner prescribed in this section, upon suc…
La. Rev. Stat. § 12:247.1 Change of jurisdiction of incorporation
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§247.1. Change of jurisdiction of incorporation A. Any nonprofit corporation may change its state of incorporation from this state to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which a…
La. Rev. Stat. § 12:248 Rights of a shareholder dissenting from certain corporate actions
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§248. Rights of a shareholder dissenting from certain corporate actions A. Except as provided in Subsection B of this Section, if a corporation having only shareholding members has, by vote of its shareholders, authorized a sale, lease, or exchange of all of its assets, or has, i…
La. Rev. Stat. § 12:249 Dissolution voluntary or involuntary, out of court or under judicial
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§249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of…
La. Rev. Stat. § 12:25 Repealed by Acts 2014, No
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§25. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1. Amended by Acts 1976, No. 580, §1. Acts 1983, No. 88, §1; Acts 1991, No. 334, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:25.1 Repealed by Acts 2014, No
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§25.1. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1987, No. 280, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015. {{NOTE: ACTS 1987, NO.280, §2, PROVIDES THAT R.S. 12:25.1 IS REMEDIAL AND HAS LIMITED RETROACTIVITY.}}
La. Rev. Stat. § 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidators
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§250. Voluntary proceedings for dissolution; authorization; appointment of liquidators A. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be …
La. Rev. Stat. § 12:250.1 Dissolution by affidavit
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§250.1. Dissolution by affidavit A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no sha…