Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:810 Directors
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§810. Directors Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder. Added by Acts 1964, No.…
La. Rev. Stat. § 12:811 Officers and agents
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§811. Officers and agents A. Only voting shareholders may be officers. If there is only one voting shareholder, all offices may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder. B. Only qualified perso…
La. Rev. Stat. § 12:812 Merger and consolidation
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§812. Merger and consolidation Professional law corporations may be merged into or consolidated only with other professional law corporations. Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, §12:912 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
La. Rev. Stat. § 12:813 Dissolution
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§813. Dissolution A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional law corporation. B. In the event of the death of a shareholder of a professional law corporation, said shareholder's succession representat…
La. Rev. Stat. § 12:814 Certification of foreign professional law corporation
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§814. Certification of foreign professional law corporation A. A foreign professional law corporation organized pursuant to the laws of any state, other than Louisiana, or territory of the United States, or District of Columbia shall be entitled to procure a certificate of author…
La. Rev. Stat. § 12:815 Regulation by Supreme Court
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§815. Regulation by Supreme Court Professional law corporations shall be subject to the discipline of the Supreme Court, and to the Supreme Court's authority to adopt rules and regulations governing the practice of law. Added by Acts 1964, No. 354, §1. Renumbered from R.S. 1950, …
La. Rev. Stat. § 12:816 Short title
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§816. Short title This Chapter shall be known and may be referred to by the short title "Professional Law Corporations Act". Acts 1991, No. 225, §1.
La. Rev. Stat. § 12:82 Repealed by Acts 2014, No
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§82. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.
La. Rev. Stat. § 12:83 Repealed by Acts 2014, No
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§83. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §5, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1986, No. 561, §1, eff. July 2, 1986; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:84 Repealed by Acts 2014, No
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§84. 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. § 12:901 Terms defined
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§901. Terms defined A. As used in this Chapter, "professional medical corporation" means a corporation organized pursuant to this Chapter for the practice of medicine or podiatry. B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning wh…
La. Rev. Stat. § 12:902 Professional corporations
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§902. Professional corporations One or more natural persons, of full age and duly licensed to practice medicine or podiatry in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing medicine or podiatry. Such corporations shall be subject t…
La. Rev. Stat. § 12:903 The corporate name
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§903. The corporate name The corporate name may consist of the full or last name or names of one or more voting shareholders, former voting shareholders, or members of a predecessor medical partnership, or it may consist of any other name approved by the secretary of state. The n…
La. Rev. Stat. § 12:904 Corporate authority
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§904. Corporate authority A professional medical corporation shall engage in no business other than the practice of medicine or podiatry, but may hold property for investment or in connection with its medical practice. Added by Acts 1968, No. 27, §1; Acts 2005, No. 304, §1.
La. Rev. Stat. § 12:905 Shares
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§905. Shares A. There shall be only one class of shares of a professional medical corporation, denominated common shares which shall be either with or without par value. B. Either a shareholder who is a natural person duly licensed to practice medicine in this state, and who hold…
La. Rev. Stat. § 12:906 Certificate of stock
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§906. Certificate of stock A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice medicine in the state of Louisiana or by another professional medical c…
La. Rev. Stat. § 12:907 Liability of incorporators, subscribers, shareholders, directors, officers and agents
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§907. Liability of incorporators, subscribers, shareholders, directors, officers and agents A. A subscriber to, or holder of, shares of a professional medical corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of comp…
La. Rev. Stat. § 12:908 Action of shareholders
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§908. Action of shareholders Any action by, or requiring the assent of, the shareholders of a professional medical corporation may be taken on the affirmative vote of a majority (or such greater proportion as the articles of incorporation may specify) in interest of the voting sh…
La. Rev. Stat. § 12:909 Shareholders' agreements
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§909. Shareholders' agreements A. Any lawful provision regulating the affairs of a professional medical corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among al…
La. Rev. Stat. § 12:91 Repealed by Acts 2014, No
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§91. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 1999, No. 1253, §1, eff. July 12, 1999; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:910 Directors
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§910. Directors Only voting shareholders, or voting shareholders of another professional medical corporation, may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become va…
La. Rev. Stat. § 12:911 Officers and agents
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§911. Officers and agents A. Only voting shareholders, or voting shareholders of another professional medical corporation, may be officers. If there is only one voting shareholder, all officers may be combined in his person. The office or offices held by an officer shall become v…
La. Rev. Stat. § 12:912 Merger and consolidation
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§912. Merger and consolidation Professional medical corporations may be merged into or consolidated only with other professional medical corporations. Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:913 Dissolution
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§913. Dissolution A. The fact that it has no voting shareholders shall be an additional ground for involuntary dissolution of a professional medical corporation. B. In the event of the death of a shareholder of a professional medical corporation, said shareholder's succession rep…
La. Rev. Stat. § 12:914 Regulation by Louisiana State Board of Medical Examiners
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§914. Regulation by Louisiana State Board of Medical Examiners Professional medical corporations shall be subject to the discipline of the Louisiana State Board of Medical Examiners and to its authority to adopt rules and regulations governing the practice of medicine or podiatry…
La. Rev. Stat. § 12:915 Short title
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§915. Short title This Chapter shall be known and may be referred to by the short title "Professional Medical Corporations Act". Added by Acts 1968, No. 27, §1.
La. Rev. Stat. § 12:92 Repealed by Acts 2014, No
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§92. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1968, No. 105, §1; Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 1987, No. 463, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1989, No. 612, §1, eff. July 6, 1989; Acts 2014, No. 328, §5, eff. Jan. 1, 2015…
La. Rev. Stat. § 12:93 Repealed by Acts 2014, No
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§93. 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. § 12:94 Repealed by Acts 2014, No
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§94. 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. § 12:95 Repealed by Acts 2014, No
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§95. 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. § 12:951 Terms defined
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§951. Terms defined As used in this Chapter, the following words and phrases, unless differently defined or described, shall have the meanings and references as follows: (1) "Corporation" means a Louisiana industrial development corporation created under this Chapter. (2) "Financ…
La. Rev. Stat. § 12:952 Incorporators; articles of incorporation; approval
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§952. Incorporators; articles of incorporation; approval A. Twenty-five or more persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this Chapter for the purpose of promoting, developi…
La. Rev. Stat. § 12:953 Powers
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§953. Powers In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Louisiana statutes, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (1) To elect, appoi…
La. Rev. Stat. § 12:954 Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members
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§954. Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members Notwithstanding any provision of law to the contrary or any provision in their respective charters, agreements of association, articles of organization, or trust indentures: (1) …
La. Rev. Stat. § 12:955 Applications for membership; loans to corporation
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§955. Applications for membership; loans to corporation Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effectiv…
La. Rev. Stat. § 12:956 Duration of membership; notice of withdrawal
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§956. Duration of membership; notice of withdrawal Membership in the corporation shall be for the duration of the corporation; provided that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expirat…
La. Rev. Stat. § 12:957 Powers of stockholders and members; voting
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§957. Powers of stockholders and members; voting The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect directors as provided in R.S. 12:959; (2) To make, amend, and repeal bylaws; (3) To am…
La. Rev. Stat. § 12:958 Amendment of articles; certification of amendment
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§958. Amendment of articles; certification of amendment The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds…
La. Rev. Stat. § 12:959 Officers; board of directors; responsibility for losses
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§959. Officers; board of directors; responsibility for losses A.(1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other such officers and agents as the corporation b…
La. Rev. Stat. § 12:96 Repealed by Acts 2014, No
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§96. Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015. Acts 1997, No. 1101, §1, eff. July 14, 1997; Acts 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:960 Retention of earned surplus
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§960. Retention of earned surplus Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstan…
La. Rev. Stat. § 12:961 Deposits
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§961. Deposits The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director …
La. Rev. Stat. § 12:962 Annual audit
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§962. Annual audit The corporation shall be examined at least once annually by the banking commissioner and shall make reports of its condition not less than annually to said banking commissioner and more frequently upon call of the banking commissioner, who in turn shall make co…
La. Rev. Stat. § 12:963 Initial meeting of incorporators; quorum
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§963. Initial meeting of incorporators; quorum The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorpora…
La. Rev. Stat. § 12:964 Duration of corporation
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§964. Duration of corporation The period of duration of the corporation shall be fifty years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in R.S. 12:965. Acts 1969, No. 49, §14.
La. Rev. Stat. § 12:965 Dissolution; distribution of assets
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§965. Dissolution; distribution of assets The corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of the corporation,…
La. Rev. Stat. § 12:966 Pledge of state credit prohibited
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§966. Pledge of state credit prohibited Under no circumstances shall the credit of the state be pledged to any corporation organized under the provisions of this Chapter. Acts 1969, No. 49, §16.
La. Rev. Stat. § 12:967 State development company; federal definition
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§967. State development company; federal definition Any corporation organized under the provisions of this Chapter shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress,1 or any other similar federal legisl…
La. Rev. Stat. § 12:968 Tax exemptions, credits and privileges applicable
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§968. Tax exemptions, credits and privileges applicable Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this…
La. Rev. Stat. § 12:969 License fees
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§969. License fees Every corporation organized and engaged in business under the provisions of this Chapter shall pay an annual state occupational license tax of fifty dollars. In addition, parishes and municipalities are authorized to levy the occupational license taxes as presc…