Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
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§251. Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator A. The court may entertain a proceeding for involuntary dissolution under its supervision when it is made to appear that: (1) The corporate assets are insufficient to pay all just deman…
La. Rev. Stat. § 12:252 Qualifications of liquidator; filling vacancies in the office of liquidator
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§252. Qualifications of liquidator; filling vacancies in the office of liquidator A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other b…
La. Rev. Stat. § 12:253 Dissolution proceedings out of court; procedure; powers of liquidator
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§253. Dissolution proceedings out of court; procedure; powers of liquidator A. Once dissolution has been authorized, all other actions of members in connection therewith, including, without limitation of the generality of this provision, determination whether the corporation is t…
La. Rev. Stat. § 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidator
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§254. Dissolution proceedings under judicial supervision; procedure; powers of liquidator A. Dissolution under supervision by the court is a summary proceeding. B. Each judicial liquidator confirmed or appointed as provided in R.S. 12:250(E), 250(F) or 251(E), after giving such b…
La. Rev. Stat. § 12:255 Claims against corporation in liquidation; peremption
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§255. Claims against corporation in liquidation; peremption A. A corporation in liquidation 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. After the proceeding for dissolution has taken effe…
La. Rev. Stat. § 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution
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§256. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings A. When a corporation has been liquidated completely: (1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be di…
La. Rev. Stat. § 12:257 Termination of proceedings for dissolution
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§257. Termination of proceedings for dissolution A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who in…
La. Rev. Stat. § 12:258 Appointment of receiver
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§258. Appointment of receiver A. The court may, after trial, appoint a receiver to take charge of the corporation's property when it is made to appear, in a proceeding instituted against the corporation: (1) By any member or creditor, that the directors or officers of the corpora…
La. Rev. Stat. § 12:259 Receivership procedure; powers of receiver
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§259. Receivership procedure; powers of receiver A. The provisions of R.S. 12:254 shall, mutatis mutandis, govern procedure in proceedings under R.S. 12:258 and this Section. B. The receiver shall have the powers of a judicial liquidator set forth in R.S. 12:254(C). The court may…
La. Rev. Stat. § 12:26 Repealed by Acts 2014, No
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§26. 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.
La. Rev. Stat. § 12:260 Compromise arrangements; reorganizations; approval and effect
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§260. Compromise arrangements; reorganizations; approval and effect A. Unless the articles provide otherwise, a corporation may have the benefit of the provisions of this section. B. When, in a proceeding for voluntary or involuntary dissolution subject to the supervision of the …
La. Rev. Stat. § 12:261 Reorganization under Act of Congress
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§261. Reorganization under Act of Congress A. Whenever a plan of reorganization of a corporation has been confirmed by a decree or order of a court in proceedings under any applicable Act of Congress relating to reorganization of corporations, the corporation shall have authority…
La. Rev. Stat. § 12:262 Action by the state to annul, vacate, or forfeit corporate franchise;
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§262. Action by the state to annul, vacate, or forfeit corporate franchise; suspension A. Except as otherwise provided in this Title or as otherwise provided by law, the secretary of state may bring an action against any corporation to procure a judgment annulling, vacating, or f…
La. Rev. Stat. § 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on
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§262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the…
La. Rev. Stat. § 12:263 Fees
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§263. Fees A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation: (1) For filing and recording articles of incorporation. (2) For filing and recording amended articles of incorporation. (…
La. Rev. Stat. § 12:264 Penalties
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§264. Penalties A. If any corporation, or officer, director or agent of a corporation, should violate any of the provisions of subsection D of R.S. 12:205 or subsection A or D of R.S. 12:223, it or he shall be fined not more than one hundred dollars for each violation, recoverabl…
La. Rev. Stat. § 12:265 Application to existing corporations
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§265. Application to existing corporations Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every existing corporation on January 1, 1969 formed under the laws of this state for a purpose or purposes for which a …
La. Rev. Stat. § 12:266 Scope of Chapter
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§266. Scope of Chapter This Chapter does not apply to: (1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration; (2) Co-operative marketing or credit associations or …
La. Rev. Stat. § 12:267 Effect of invalidity of part of Chapter; severability
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§267. Effect of invalidity of part of Chapter; severability If any provision of this Chapter, or application thereof to any person or circumstance, is held invalid, such invalidity shall not affect other provisions or applications of this Chapter which can be given effect without…
La. Rev. Stat. § 12:268 Reservation of power
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§268. Reservation of power The Legislature of Louisiana shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the pr…
La. Rev. Stat. § 12:269 Short title
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§269. Short title This Chapter shall be known, and reference may be made thereto, as the "Nonprofit Corporation Law". Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:27 Repealed by Acts 2014, No
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§27. 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.
La. Rev. Stat. § 12:28 Repealed by Acts 2014, No
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§28. 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.
La. Rev. Stat. § 12:29 Repealed by Acts 2014, No
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§29. 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.
La. Rev. Stat. § 12:301 Condition precedent to transacting business
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§301. Condition precedent to transacting business No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, shall have the right to transact business in this state…
La. Rev. Stat. § 12:302 Acts not considered transacting business
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§302. Acts not considered transacting business Without excluding other activities which may not constitute transacting business in this state, a foreign corporation or a business association shall not be considered to be transacting business in this state, for the purpose of bein…
La. Rev. Stat. § 12:303 Name of authorized foreign corporation
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§303. Name of authorized foreign corporation A. No certificate of authority shall hereafter be issued to a foreign corporation unless its corporate name: (1) Contains the word "Corporation", "Incorporated" or "Limited," or an abbreviation of any of these words, or the word "Compa…
La. Rev. Stat. § 12:304 Application for certificate of authority
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§304. Application for certificate of authority A. Application by a foreign corporation to procure a certificate of authority shall be made to the secretary of state and shall set forth: (1) The name of the corporation, the name of the state or country under the laws of which it i…
La. Rev. Stat. § 12:305 Issuance of certificate of authority
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§305. Issuance of certificate of authority A. If the secretary of state finds that the application conforms to law, he shall, when all fees and taxes have been paid as in this Chapter prescribed: (1) Endorse on each of such documents the word "Filed", and the date of the filing t…
La. Rev. Stat. § 12:306 Effect of certificate of authority
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§306. Effect of certificate of authority A foreign corporation which before January 1, 1969 has received a certificate of authority which is still valid, or which shall on or after January 1, 1969 receive a certificate of authority, shall, until a certificate of revocation or of …
La. Rev. Stat. § 12:307 Amended certificate of authority
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§307. Amended certificate of authority A. A foreign corporation authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if hereafter it changes its corporate name or proposes to tra…
La. Rev. Stat. § 12:307.1 Certificate of correction by a foreign corporation
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§307.1. Certificate of correction by a foreign corporation 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 inaccurate record of t…
La. Rev. Stat. § 12:308 Registered agent; registered office; principal business establishment; keeping of
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§308. Registered agent; registered office; principal business establishment; keeping of records by foreign corporation A. Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state: (1) At least one registered agent, …
La. Rev. Stat. § 12:309 Annual report
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§309. Annual report A. Each foreign corporation authorized to transact business in this State shall file, within the time prescribed in Subsection B of this Section, an annual report setting forth: (1) Its name. (2) The address of its registered office in this state, if changed s…
La. Rev. Stat. § 12:31 Repealed by Acts 2014, No
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§31. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 1970, No. 50, §2, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:310 Change of corporate name
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§310. Change of corporate name If a foreign corporation authorized to transact business in this state changes its corporate name, it shall procure an amended certificate of authority by making application therefor to the secretary of state and submitting a duplicate or original c…
La. Rev. Stat. § 12:311 Merger, consolidation, or dissolution
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§311. Merger, consolidation, or dissolution A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, wit…
La. Rev. Stat. § 12:312 Withdrawal
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§312. Withdrawal A. A foreign corporation 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 corporation shall deliver to the Secretary of Sta…
La. Rev. Stat. § 12:312.1 Termination of withdrawal proceedings
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§312.1. Termination of withdrawal proceedings At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:312, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be te…
La. Rev. Stat. § 12:313 Revocation of certificate of authority
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§313. Revocation of certificate of authority A. The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state when: (1) The corporation has failed to file its annual report within the time required by this Chapte…
La. Rev. Stat. § 12:314 Transacting business without authority
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§314. Transacting business without authority A. No foreign corporation 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 provided in, …
La. Rev. Stat. § 12:314.1 Authority to investigate; penalty
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§314.1. Authority to investigate; penalty A. The secretary of state may investigate any foreign corporation 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 penalty of not …
La. Rev. Stat. § 12:315 RS 12:315
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§315 §315. Repealed by Acts 2017, No. 367, §3.
La. Rev. Stat. § 12:316 Fees
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§316. Fees A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation: (1) For filing and recording application for certificate of authority and certificate of existence, or a certificate of g…
La. Rev. Stat. § 12:317 Appointment of receiver
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§317. Appointment of receiver The court may appoint a receiver to take charge of a foreign corporation's property in this state on any ground set forth in R.S. 12:151, or on application by a receiver or liquidator duly appointed to take charge of the corporation's property by a c…
La. Rev. Stat. § 12:318 Pre-filing procedure
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§318. Pre-filing procedure Any document to be filed with the Secretary of State by a foreign corporation may be delivered to the Secretary of State in advance, for filing as of any specified date (and, if specified upon such delivery, as of any given time on such date) within thi…
La. Rev. Stat. § 12:319 Definitions
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§319. Definitions Terms used in this Chapter shall, unless the context requires otherwise, have the same meaning as in Chapter 1 of this Title. Acts 1968, No. 105, §1.
La. Rev. Stat. § 12:32 Repealed by Acts 2014, No
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§32. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:320 Application to authorized corporations
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§320. Application to authorized corporations Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every foreign corporation on or before January 1, 1969 authorized to transact business in this state; provided that th…
La. Rev. Stat. § 12:321 Short title
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§321. Short title This Chapter shall be known, and reference may be made thereto, as the "Foreign Corporation Law". Acts 1968, No. 105, §1.