Title 12, Corporations and Associations
0 chapters · 924 sections in this title.
La. Rev. Stat. § 12:1 Repealed by Acts 2014, No
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§1. Repealed by Acts 2014, No. 328, §5, eff.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 2014, No. 328, §5, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1001 Authority to amend
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§1-1001. Authority to amend A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to …
La. Rev. Stat. § 12:1-1002 Amendment before issuance of shares
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§1-1002. Amendment before issuance of shares If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation. Acts 2014, No. 328, §1, eff. Jan…
La. Rev. Stat. § 12:1-1003 Amendment by board of directors and shareholders
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§1-1003. Amendment by board of directors and shareholders A. If a corporation has issued shares, but is not a public corporation, an amendment to the articles of incorporation shall be adopted in the following manner: (1) Except as provided in R.S. 12:1-1005, 1-1007, and 1-1008, …
La. Rev. Stat. § 12:1-1004 Voting on amendments by voting groups
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§1-1004. Voting on amendments by voting groups A. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Subpart, on a pr…
La. Rev. Stat. § 12:1-1005 Amendment by board of directors
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§1-1005. Amendment by board of directors Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval to do any of the following: (1) Extend the duration…
La. Rev. Stat. § 12:1-1006 Articles of amendment
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§1-1006. Articles of amendment After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Subpart and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment…
La. Rev. Stat. § 12:1-1007 Restated articles of incorporation
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§1-1007. Restated articles of incorporation A. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate the articles of incorporation and all amendments into a single document. B. If the restate…
La. Rev. Stat. § 12:1-1008 Amendment pursuant to reorganization
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§1-1008. Amendment pursuant to reorganization A. A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of …
La. Rev. Stat. § 12:1-1009 Effect of amendment
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§1-1009. Effect of amendment An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corpora…
La. Rev. Stat. § 12:1-101 Short title
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§1-101. Short title This Chapter shall be known and may be cited as the "Business Corporation Act". References in this Chapter and elsewhere in the Revised Statutes to the Business Corporation Act or the Business Corporation Law shall be deemed to be references to this Chapter. A…
La. Rev. Stat. § 12:1-102 Reservation of power to amend or repeal
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§1-102. Reservation of power to amend or repeal The legislature has power to amend or repeal all or part of this Chapter at any time and all domestic and foreign corporations subject to this Chapter are governed by the amendment or repeal. Acts 2014, No. 328, §1, eff. Jan. 1, 201…
La. Rev. Stat. § 12:1-1020 Amendment by board of directors or shareholders
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§1-1020. Amendment by board of directors or shareholders A. A corporation's shareholders may amend or repeal the corporation's bylaws. B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist: (1) …
La. Rev. Stat. § 12:1-1021 Bylaw increasing quorum or voting requirement for directors
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§1-1021. Bylaw increasing quorum or voting requirement for directors A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed under either of the following circumstances: (1) If originally adopted by the shareholders, only by …
La. Rev. Stat. § 12:1-1022 Public corporation bylaw provisions relating to the election of directors
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§1-1022. Public corporation bylaw provisions relating to the election of directors A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a pub…
La. Rev. Stat. § 12:1-1101 Definitions
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§1-1101. Definitions As used in this Part, the following meanings shall apply: A. "Merger" means a business combination pursuant to R.S. 12:1-1102. B. "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will do any …
La. Rev. Stat. § 12:1-1102 Merger
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§1-1102. Merger A. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more eligible entities or foreign business corporations may merge into a new domestic bu…
La. Rev. Stat. § 12:1-1103 Share exchange
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§1-1103. Share exchange A. Through a share exchange, either of the following may occur: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes o…
La. Rev. Stat. § 12:1-1104 Action on a plan of merger or share exchange
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§1-1104. Action on a plan of merger or share exchange In the case of a domestic corporation that is a party to a merger or share exchange, all of the following shall apply: (1) The plan of merger or share exchange must be adopted by the board of directors. (2) Except as provided …
La. Rev. Stat. § 12:1-1105 Merger between parent and subsidiary or between subsidiaries
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§1-1105. Merger between parent and subsidiary or between subsidiaries A. Unless the articles of incorporation of any of the corporations otherwise provide, or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required …
La. Rev. Stat. § 12:1-1106 Articles of merger or share exchange
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§1-1106. Articles of merger or share exchange A. After a plan of merger or share exchange has been adopted and approved as required by this Part, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other d…
La. Rev. Stat. § 12:1-1107 Effect of merger or share exchange
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§1-1107. Effect of merger or share exchange A. When the merger becomes effective, all of the following shall apply: (1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be. (2) The separ…
La. Rev. Stat. § 12:1-1108 Abandonment of a merger or share exchange
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§1-1108. Abandonment of a merger or share exchange A. Unless otherwise provided in a plan of merger or share exchange or in the laws under which an eligible entity or foreign business corporation that is a party to a merger or a share exchange is organized or by which it is gover…
La. Rev. Stat. § 12:1-120 Requirements for documents; extrinsic facts
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§1-120. Requirements for documents; extrinsic facts A. A document must satisfy the requirements of this Section, and of any other provision of this Chapter that adds to or varies these requirements, to be entitled to filing by the secretary of state. B. The filing of the document…
La. Rev. Stat. § 12:1-1201 Disposition of assets not requiring shareholder approval
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§1-1201. Disposition of assets not requiring shareholder approval No approval of the shareholders of a corporation is required for any of the following actions, unless the articles of incorporation otherwise provide: (1) To sell, lease, exchange, or otherwise dispose of any or al…
La. Rev. Stat. § 12:1-1202 Shareholder approval of certain dispositions
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§1-1202. Shareholder approval of certain dispositions A. A sale, lease, exchange, or other disposition of assets, other than a disposition described in R.S. 12:1-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a sig…
La. Rev. Stat. § 12:1-121 Forms
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§1-121. Forms A.(1) The secretary of state may prescribe and furnish on request forms for any of the following: (a) An application for a certificate of existence and standing. (b) A foreign corporation's application for a certificate of authority to do business in this state. (c)…
La. Rev. Stat. § 12:1-122 Filing, service, and copying fees
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§1-122. Filing, service, and copying fees The secretary of state shall collect the fee authorized in R.S. 49:222 when a document described in this Chapter is delivered to the secretary of state for filing. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-123 Effective time and date of document
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§1-123. Effective time and date of document A. Except as provided in Subsections B and C of this Section and in R.S. 12:1-124(C), a document accepted for filing is effective at one of the following: (1) The date and time of its receipt for filing, as evidenced by such means as th…
La. Rev. Stat. § 12:1-124 Correcting filed document
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§1-124. Correcting filed document A. A domestic or foreign corporation may correct a document filed with the secretary of state if any of the following apply: (1) The document contains an inaccuracy. (2) The document was defectively signed, attested, sealed, verified, or acknowle…
La. Rev. Stat. § 12:1-125 Filing duty of secretary of state
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§1-125. Filing duty of secretary of state A. If a document delivered to the office of the secretary of state for filing satisfies the requirements of R.S. 12:1-120, the secretary of state shall file it. B. The secretary of state files a document by recording it as filed on the da…
La. Rev. Stat. § 12:1-126 Appeal from secretary of state's refusal to file document
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§1-126. Appeal from secretary of state's refusal to file document [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-127 Evidentiary effect of copy of filed document
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§1-127. Evidentiary effect of copy of filed document [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-128 Certificate of existence and standing
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§1-128. Certificate of existence and standing A. Anyone may apply to the secretary of state to furnish a certificate of existence and standing for a domestic corporation or a certificate of authorization and standing for a foreign corporation. B. A certificate of existence, or au…
La. Rev. Stat. § 12:1-129 Penalty for signing false document
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§1-129. Penalty for signing false document [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-130 Powers
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§1-130. Powers [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-1301 Definitions
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§1-1301. Definitions In this Part, the following meanings shall apply: (1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For pu…
La. Rev. Stat. § 12:1-1302 Right to appraisal
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§1-1302. Right to appraisal A. A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party if either of…
La. Rev. Stat. § 12:1-1303 Assertion of rights by nominees and beneficial shareholders
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§1-1303. Assertion of rights by nominees and beneficial shareholders A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if th…
La. Rev. Stat. § 12:1-1320 Notice of appraisal rights
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§1-1320. Notice of appraisal rights A. Where any corporate action specified in R.S. 12:1-1302(A) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be entitled to ass…
La. Rev. Stat. § 12:1-1321 Notice of intent to demand appraisal and consequences of voting or consenting
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§1-1321. Notice of intent to demand appraisal and consequences of voting or consenting A. If a corporate action specified in R.S. 12:1-1302(A) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or serie…
La. Rev. Stat. § 12:1-1322 Appraisal notice and form
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§1-1322. Appraisal notice and form A. If a corporate action requiring appraisal rights under R.S. 12:1-1302(A) becomes effective, the corporation must send a written appraisal notice and the form required by Paragraph (B)(1) of this Section to all shareholders who satisfy the req…
La. Rev. Stat. § 12:1-1323 Perfection of rights and right to withdraw
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§1-1323. Perfection of rights and right to withdraw A. A shareholder who receives notice pursuant to R.S. 12:1-1322 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's…
La. Rev. Stat. § 12:1-1324 Payment
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§1-1324. Payment A. Except as provided in R.S. 12:1-1325, within thirty days after the form required by R.S. 12:1-1322(B)(2)(b) is due, the corporation shall pay in cash to those shareholders who complied with R.S. 12:1-1323(A) the amount the corporation estimates to be the fair …
La. Rev. Stat. § 12:1-1325 After-acquired shares
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§1-1325. After-acquired shares A. A corporation may elect to withhold payment required by R.S. 12:1-1324 from any shareholder who was required to, but did not, certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquire…
La. Rev. Stat. § 12:1-1326 Procedure if shareholder dissatisfied with payment or offer
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§1-1326. Procedure if shareholder dissatisfied with payment or offer A. A shareholder paid pursuant to R.S. 12:1-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and deman…
La. Rev. Stat. § 12:1-1330 Court action
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§1-1330. Court action A. If a shareholder makes demand for payment under R.S. 12:1-1326 which remains unsettled, the corporation shall commence a summary proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shar…
La. Rev. Stat. § 12:1-1331 Court costs and expenses
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§1-1331. Court costs and expenses A. The court in an appraisal proceeding commenced under R.S. 12:1-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court co…
La. Rev. Stat. § 12:1-1340 Other remedies limited
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§1-1340. Other remedies limited A. The legality of a proposed or completed corporate action described in R.S. 12:1-1302(A) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in any proceeding commenced by a shareholder after the shareholders h…
La. Rev. Stat. § 12:1-140 Definitions
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§1-140. Definitions In this Chapter: (1) "Articles of incorporation" means the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision …