State Codes and Statutes
Statutes > Louisiana > Rs > Title12
RS 12 Title 12.corporations and associations
RS 12:1 Title 12corporations and associations
RS 12:2 Filing methods
RS 12:21 Incorporators
RS 12:22 Purposes
RS 12:23 Corporate name; reservation of name
RS 12:24 Articles of incorporation
RS 12:25 Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence
RS 12:25.1 Acquisition of immovable property prior to incorporation; retroactivity of corporate existence
RS 12:26 Condition precedent to beginning business
RS 12:27 Expenses of organization, reorganization and financing
RS 12:28 By-laws
RS 12:29 Shareholders' agreements
RS 12:31 Method of amending articles generally
RS 12:32 Articles of amendment, contents and filing
RS 12:33 Special amendment provisions
RS 12:34 Restatement of articles
RS 12:35 Certificate of correction
RS 12:41 General powers
RS 12:42 Defense of ultra vires
RS 12:51 Classes of shares; fractional shares
RS 12:52 Issuance of shares; consideration
RS 12:53 Reservation of shares
RS 12:54 Reclassification of stock
RS 12:55 Redemption, purchase and cancellation of shares
RS 12:56 Convertible securities and stock-purchase rights
RS 12:57 Certificates of stock
RS 12:58 Transfer of shares
RS 12:59 Restriction on transfer of shares and other securities
RS 12:61 Allocation to capital and surplus, and increases and reductions thereof
RS 12:62 Surplus
RS 12:63 Dividends
RS 12:71 Subscriptions for shares
RS 12:72 Shareholders' preemptive rights
RS 12:73 Shareholders' meetings
RS 12:74 Quorum
RS 12:75 Voting of shareholders and bondholders
RS 12:76 Consent of shareholders
RS 12:77 Fixing record date
RS 12:78 Voting trusts
RS 12:79 Registered holder of shares
RS 12:81 Directors
RS 12:82 Officers and agents
RS 12:83 Indemnification of officers, directors, employees, and agents; insurance
RS 12:84 Interested directors; quorum
RS 12:91 Relation of directors and officers to corporation and shareholders
RS 12:92 Liability of directors and officers
RS 12:93 Liability of subscribers and shareholders
RS 12:94 Directors or shareholders not participating in unlawful act
RS 12:95 Actions for fraud
RS 12:96 Actions against directors and officers
RS 12:101 Initial report
RS 12:102 Annual report
RS 12:103 Corporate records; right of shareholder to inspect
RS 12:104 Registered office and registered agent for service of process
RS 12:111 Authorization for mergers, consolidations, and share exchanges
RS 12:112 Merger or consolidation procedure
RS 12:113 Consolidation; articles of incorporation
RS 12:114 When merger or consolidation effective
RS 12:115 Effect of merger or consolidation
RS 12:116 Share exchange
RS 12:117 Merger or consolidation of corporation and limited liability company, partnership, or limited partnership
RS 12:121 Voluntary transfer of corporate assets
RS 12:130 Definitions
RS 12:130.1 Standard of care; review
RS 12:130.2 Intentional misconduct; injunctive relief; civil penalty
RS 12:131 Rights of a shareholder dissenting from certain corporate actions
RS 12:132 Definitions
RS 12:133 Vote required in business combinations
RS 12:134 When voting requirements not applicable
RS 12:135 Definitions
RS 12:136 Law applicable to control share voting rights
RS 12:137 Notice of control share acquisition
RS 12:138 Shareholder meeting to determine control share voting rights
RS 12:139 Notice of shareholder meeting
RS 12:140 Resolution granting control share voting rights
RS 12:140.1 Redemption of control shares
RS 12:140.2 Rights of dissenting shareholders
RS 12:140.3 Corporate representation; state entities
RS 12:140.11 Definitions
RS 12:140.12 Applicability
RS 12:140.13 Notice of control share acquisition
RS 12:140.14 Shareholder meeting to determine control share voting rights
RS 12:140.15 Notice of shareholder meeting
RS 12:140.16 Resolution granting control share voting rights
RS 12:140.17 Conflict of laws
RS 12:141 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
RS 12:142 Voluntary proceedings for dissolution; authorization; appointment of liquidators
RS 12:142.1 Dissolution by affidavit
RS 12:143 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
RS 12:144 Qualifications of liquidator; filling vacancies in the office of liquidator
RS 12:145 Dissolution out of court; procedure; powers of liquidator
RS 12:146 Dissolution proceedings under judicial supervision; procedure; powers of liquidator
RS 12:147 Claims against corporation in liquidation; peremption
RS 12:148 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:149 Termination of proceedings for dissolution
RS 12:151 Appointment of receiver
RS 12:152 Procedure; powers of receiver
RS 12:161 Compromise arrangements; reorganizations; approval and effect
RS 12:162 Reorganization under act of congress
RS 12:163 Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the state
RS 12:164 Change of jurisdiction of incorporation
RS 12:165 Nonprofit corporation; reincorporation as a business corporation
RS 12:171 Fees
RS 12:172 Penalties
RS 12:173 Application to existing corporations
RS 12:174 Monopolies and restraints of trade
RS 12:175 Chapter inapplicable to foreign corporations
RS 12:176 Effect of invalidity of part of chapter; severability
RS 12:177 Reservation of power
RS 12:178 Short title
RS 12:201 Nonprofit corporation law
RS 12:202 Incorporation
RS 12:202.1 Limitation on formation; exceptions
RS 12:203 Articles of incorporation
RS 12:204 Corporate name
RS 12:204.1 Corporate name restrictions
RS 12:204.2 Naming of certain nonprofit corporations
RS 12:205 Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence
RS 12:205.1 Annual report to secretary of state
RS 12:206 Effect of filing or recording papers
RS 12:207 General powers
RS 12:208 Defense of ultra vires
RS 12:209 Corporations not required to be non-stock corporations
RS 12:210 Members, shareholders and certificates
RS 12:211 Subscriptions for shares
RS 12:212 Shareholders' preemptive rights
RS 12:213 Issuance of shares; consideration
RS 12:214 Reservation of shares
RS 12:215 Convertible securities and stock-purchase rights
RS 12:216 Redemption, purchase and cancellation of shares
RS 12:217 Classes and qualifications of membership
RS 12:218 Membership dues; assessments
RS 12:219 Liability of subscribers and members
RS 12:220 Reduction of membership below stated number
RS 12:221 Capital, surplus, allocation thereto, and increases and reductions thereof
RS 12:222 Bylaws
RS 12:223 Corporate records and reports
RS 12:224 Board of directors
RS 12:225 Officers and agents
RS 12:226 Relation of directors and officers to corporation and members; liability of officers and directors
RS 12:227 Indemnification of officers, directors, employees and agents; insurance
RS 12:228 Interested directors; quorum
RS 12:229 Meetings of members
RS 12:230 Notice of meetings of members
RS 12:231 Quorum of members
RS 12:232 Voting of members
RS 12:233 Unanimous consent
RS 12:234 Fixing record date
RS 12:235 Voting trusts
RS 12:236 Registered office and agent
RS 12:237 Amendment of articles generally
RS 12:237.1 Amendment of articles; special provision
RS 12:238 Articles of amendment; contents; filing
RS 12:239 Special amendment provisions
RS 12:239.1 Certificate of correction
RS 12:240 Reclassification of stock
RS 12:241 Restatement of articles
RS 12:242 Authorization for mergers and consolidations
RS 12:243 Merger or consolidation procedure
RS 12:244 Consolidation; articles of incorporation
RS 12:245 When merger or consolidation effective
RS 12:246 Effect of merger or consolidation
RS 12:247 Voluntary transfer of assets
RS 12:247.1 Change of jurisdiction of incorporation
RS 12:248 Rights of a shareholder dissenting from certain corporate actions
RS 12:249 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
RS 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidators
RS 12:250.1 Dissolution by affidavit
RS 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
RS 12:252 Qualifications of liquidator; filling vacancies in the office of liquidator
RS 12:253 Dissolution proceedings out of court; procedure; powers of liquidator
RS 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidator
RS 12:255 Claims against corporation in liquidation; peremption
RS 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:257 Termination of proceedings for dissolution
RS 12:258 Appointment of receiver
RS 12:259 Receivership procedure; powers of receiver
RS 12:260 Compromise arrangements; reorganizations; approval and effect
RS 12:261 Reorganization under act of congress
RS 12:262 Action by the state to annul, vacate or forfeit corporate franchise; suspension
RS 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state
RS 12:263 Fees
RS 12:264 Penalties
RS 12:265 Application to existing corporations
RS 12:266 Scope of chapter
RS 12:267 Effect of invalidity of part of chapter; severability
RS 12:268 Reservation of power
RS 12:269 Short title
RS 12:301 Foreign corporation law
RS 12:302 Acts not considered transacting business
RS 12:303 Name of authorized foreign corporation
RS 12:304 Application for certificate of authority
RS 12:305 Issuance of certificate of authority
RS 12:306 Effect of certificate of authority
RS 12:307 Amended certificate of authority
RS 12:307.1 Certificate of correction by a foreign corporation
RS 12:308 Registered agent, registered office and principal business establishment, keeping of records by foreign corporation
RS 12:309 Annual report
RS 12:310 Change of corporate name
RS 12:311 Merger, consolidation, or dissolution
RS 12:312 Withdrawal
RS 12:312.1 Termination of withdrawal proceedings
RS 12:313 Revocation of certificate of authority
RS 12:314 Transacting business without authority
RS 12:314.1 Authority to investigate; penalty
RS 12:315 Penalties
RS 12:316 Fees
RS 12:317 Appointment of receiver
RS 12:318 Pre-filing procedure
RS 12:319 Definitions
RS 12:320 Application to authorized corporations
RS 12:321 Short title
RS 12:401 Special corporations
RS 12:402 Terms defined
RS 12:403 Powers
RS 12:404 Name
RS 12:405 Incorporators
RS 12:406 Articles of incorporation
RS 12:407 Bylaws
RS 12:408 Members
RS 12:409 Board of directors; elections
RS 12:410 Districts
RS 12:411 Officers
RS 12:412 Amendment of articles of incorporation
RS 12:413 Consolidation
RS 12:414 Merger
RS 12:415 Effect of consolidation or merger
RS 12:416 Conversion of existing corporations
RS 12:417 Initiative by members
RS 12:417.1 Corporate records; disclosure; right of members to inspect
RS 12:418 Dissolution
RS 12:419 Filing of articles
RS 12:420 Refunds to members
RS 12:421 Disposition of property
RS 12:422 Non-liability of members for debts of cooperative
RS 12:423 Recordation of mortgages and conveyances
RS 12:424 Waiver of notice
RS 12:425 Taxation
RS 12:426 Jurisdiction of the public service commission
RS 12:427 Securities law exemption
RS 12:428 Acquisition of servitudes
RS 12:429 Construction
RS 12:430 Short title
RS 12:431 Beauregard electric cooperative; board of directors, election from districts, composition of districts
RS 12:431.1 Beauregard electric cooperative; board of directors, filling of vacancies
RS 12:441 Sea food marketing associations authorized
RS 12:442 Purpose of legislation
RS 12:443 Terms defined
RS 12:444 Persons who may organize
RS 12:445 Activities in which association may engage
RS 12:446 Powers of association
RS 12:447 Members
RS 12:448 Articles of association
RS 12:449 Amendments to articles of association
RS 12:450 Bylaws
RS 12:451 General and special meetings; how called
RS 12:452 Board of directors
RS 12:453 Election of officers
RS 12:454 Certificates of membership and shares of stock
RS 12:455 Removal of officer or director
RS 12:456 Referendum
RS 12:457 Marketing contract
RS 12:458 Breach of contract or of bylaws
RS 12:459 Acquisitions of business, etc., and payment therefor
RS 12:460 Conflicting laws not to apply
RS 12:461 Limitation of use of term "co-operative"
RS 12:462 Interest in other corporations or associations
RS 12:463 Contracts and agreements with other associations
RS 12:464 Existent associations may adopt the provisions of this part
RS 12:465 How similar foreign associations may carry on business in louisiana
RS 12:466 Breach of marketing contract and knowingly spreading false reports concerning finances and management
RS 12:467 Not in restraint of trade
RS 12:468 Repealed by acts 1982, no. 526, 3, aug. 11, 1982
RS 12:469 Filing fees
RS 12:470 Application of chapter 1
RS 12:471 Short title
RS 12:481 Application of part
RS 12:482 Permission to incorporate
RS 12:483 Certificate of incorporation; form and contents
RS 12:491 Real estate investment trusts authorized and defined
RS 12:492 Qualification and restrictions and procedural rights
RS 12:493 Name of part
RS 12:499.1 Short title; purpose
RS 12:499.2 Application of chapter; amendment of articles of incorporation to comply with chapter
RS 12:499.3 Definitions
RS 12:499.4 Application of laws; conflict of laws
RS 12:499.5 Articles of organization
RS 12:499.6 Name
RS 12:499.7 Power to make, amend, or repeal by-laws
RS 12:499.8 Articles or by-laws
RS 12:499.9 Net savings; apportionment
RS 12:499.10 Termination of proprietary leases
RS 12:499.11 Loans
RS 12:499.12 Tax exemptions
RS 12:499.13 Homestead exemption
RS 12:501 Definitions
RS 12:502 Supplementary general principles of law
RS 12:503 Territorial application
RS 12:504 Immovable and movable property; unincorporated association as legatee or beneficiary
RS 12:505 Statement of authority as to immovable property
RS 12:506 Liability in tort and contract
RS 12:507 Capacity to assert and defend; standing
RS 12:508 Effect of judgment or order
RS 12:509 Disposition of movable property of inactive unincorporated association
RS 12:510 Appointment of agent to receive service of process
RS 12:511 Claim not abated by change
RS 12:512 Dissolution of unincorporated association
RS 12:513 Involuntary proceedings for dissolution and appointment of liquidator
RS 12:514 Grounds for involuntary dissolution
RS 12:515 Continuation of purpose
RS 12:516 Disposition of assets
RS 12:517 Short title
RS 12:518 Uniformity of application and construction
RS 12:519 Severability clause
RS 12:520 Savings clause
RS 12:601 Transfer of stock
RS 12:602 Authority to transfer stock
RS 12:603 Transfer to heirs or legatees of deceased stockholder; proof required
RS 12:621 To 643 repealed by acts 1978, no. 165, 6, eff. jan. 1, 1970
RS 12:651 Repealed by acts 1978, no. 165, 6, eff. jan. 1, 1979
RS 12:701 Financing corporate activities
RS 12:702 Mortgages executed by public utility corporations and cable television companies; description of property; recordation; effect
RS 12:703 Rate of interest paid by corporations
RS 12:704 Repealed by acts 2001, no. 128, 18, eff. july 1, 2001.
RS 12:801 Professional law corporations
RS 12:802 Professional corporations
RS 12:803 The corporate name
RS 12:804 Corporate authority
RS 12:805 Shares
RS 12:806 Certificate of stock
RS 12:807 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:808 Action of shareholders
RS 12:809 Shareholders' agreements
RS 12:810 Directors
RS 12:811 Officers and agents
RS 12:812 Merger and consolidation
RS 12:813 Dissolution
RS 12:814 Certification of foreign professional law corporation
RS 12:815 Regulation by supreme court
RS 12:816 Short title
RS 12:901 Terms defined
RS 12:902 Professional corporations
RS 12:903 The corporate name
RS 12:904 Corporate authority
RS 12:905 Shares
RS 12:906 Certificate of stock
RS 12:907 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:908 Action of shareholders
RS 12:909 Shareholders' agreements
RS 12:910 Directors
RS 12:911 Officers and agents
RS 12:912 Merger and consolidation
RS 12:913 Dissolution
RS 12:914 Regulation by louisiana state board of medical examiners
RS 12:915 Short title
RS 12:951 Industrial or economic
RS 12:952 Incorporators; articles of incorporation; approval
RS 12:953 Powers
RS 12:954 Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members
RS 12:955 Applications for membership; loans to corporation
RS 12:956 Duration of membership; notice of withdrawal
RS 12:957 Powers of stockholders and members; voting
RS 12:958 Amendment of articles; certification of amendment
RS 12:959 Officers; board of directors; responsibility for losses
RS 12:960 Retention of earned surplus
RS 12:961 Deposits
RS 12:962 Annual audit
RS 12:963 Initial meeting of incorporators; quorum
RS 12:964 Duration of corporation
RS 12:965 Dissolution; distribution of assets
RS 12:966 Pledge of state credit prohibited
RS 12:967 State development company; federal definition
RS 12:968 Tax exemptions, credits and privileges applicable
RS 12:969 License fees
RS 12:970 Fiscal year
RS 12:971 Applicability of louisiana business corporation law
RS 12:972 Savings clause
RS 12:981 Professional dental corporations
RS 12:982 Professional corporations
RS 12:982.1 Professional limited liability companies
RS 12:983 Corporate and limited liability company name
RS 12:984 Corporate and limited liability company authority
RS 12:985 Shares
RS 12:985.1 Members
RS 12:986 Certificate of stock
RS 12:986.1 Membership interest
RS 12:987 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:987.1 Liability of holder of interest in a limited liability company
RS 12:988 Action of shareholders
RS 12:988.1 Action of holders of membership interest
RS 12:989 Shareholders' agreements
RS 12:989.1 Membership ownership agreements
RS 12:990 Directors
RS 12:991 Officers and agents
RS 12:992 Merger and consolidation
RS 12:993 Dissolution
RS 12:994 Regulation by louisiana state board of dentistry
RS 12:995 Short title
RS 12:1011 Professional accounting corporations
RS 12:1012 Professional corporations
RS 12:1013 The corporate name
RS 12:1014 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.
RS 12:1015 Shares
RS 12:1016 Certificate of stock
RS 12:1017 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1018 Actions of shareholders
RS 12:1019 Shareholders agreements
RS 12:1020 Directors
RS 12:1021 Officers and agents
RS 12:1022 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.
RS 12:1023 Dissolution
RS 12:1024 Regulation by state board of certified public accountants of louisiana
RS 12:1025 Short title
RS 12:1041 Miscellaneous provisions applicable
RS 12:1042 Franchise agreements; provisions for dispute resolution
RS 12:1051 Professional chiropractic corporations
RS 12:1052 Professional corporations
RS 12:1053 The corporate name
RS 12:1054 Corporate authority
RS 12:1055 Shares
RS 12:1056 Certificate of stock
RS 12:1057 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1058 Action of shareholders
RS 12:1059 Shareholders' agreements
RS 12:1060 Directors
RS 12:1061 Officers and agents
RS 12:1062 Merger and consolidation
RS 12:1063 Dissolution
RS 12:1064 Regulation by louisiana state board of chiropractic examiners
RS 12:1065 Short title
RS 12:1071 Professional nursing corporations
RS 12:1072 Professional corporations
RS 12:1073 The corporate name
RS 12:1074 Corporate authority
RS 12:1075 Shares
RS 12:1076 Certificate of stock
RS 12:1077 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1078 Action of shareholders
RS 12:1079 Shareholders' agreements
RS 12:1080 Directors
RS 12:1081 Officers and agents
RS 12:1082 Merger and consolidation
RS 12:1083 Dissolution
RS 12:1084 Regulation by louisiana state board of nurse examiners
RS 12:1085 Short title
RS 12:1086 Professional architectural
RS 12:1087 Professional corporation
RS 12:1088 Corporate name
RS 12:1089 Corporate authority
RS 12:1090 Shares
RS 12:1091 Certificate of stock
RS 12:1092 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1093 Action of shareholders
RS 12:1094 Shareholders' agreements
RS 12:1095 Directors
RS 12:1096 Officers
RS 12:1097 Contracts
RS 12:1098 Merger and consolidation
RS 12:1099 Dissolution
RS 12:1100 Regulation by louisiana state board of architectural examiners
RS 12:1101 Short title
RS 12:1110 Professional optometry corporations
RS 12:1111 Professional corporations
RS 12:1112 Corporate name
RS 12:1113 Corporate authority
RS 12:1114 Shares
RS 12:1115 Certificate of stock
RS 12:1116 Liability of incorporators, subscribers, shareholders, directors, officers or agents
RS 12:1117 Action of shareholders
RS 12:1118 Shareholders' agreements
RS 12:1119 Directors
RS 12:1120 Officers and agents
RS 12:1121 Merger and consolidation
RS 12:1122 Dissolution
RS 12:1123 Regulation by louisiana state board of optometry
RS 12:1124 Short title
RS 12:1130 Professional psychology corporations
RS 12:1131 Professional corporations
RS 12:1132 The corporate name
RS 12:1133 Corporate authority
RS 12:1134 Shares
RS 12:1135 Certificate of stock
RS 12:1136 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1137 Action of shareholders
RS 12:1138 Shareholders' agreements
RS 12:1139 Directors
RS 12:1140 Officers and agents
RS 12:1141 Merger and consolidation
RS 12:1142 Dissolution
RS 12:1143 Regulation by the louisiana state board of examiners of psychologists
RS 12:1144 Short title
RS 12:1151 Professional veterinary
RS 12:1152 Professional corporations
RS 12:1153 The corporate name
RS 12:1154 Corporate authority
RS 12:1155 Shares
RS 12:1156 Certificate of stock
RS 12:1157 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1158 Action of shareholders
RS 12:1159 Shareholders' agreements
RS 12:1160 Directors
RS 12:1161 Officers and agents
RS 12:1162 Merger and consolidation
RS 12:1163 Dissolution
RS 12:1164 Regulation by louisiana state board of veterinary medical examiners
RS 12:1165 Short title
RS 12:1171 Terms defined
RS 12:1172 Corporate name
RS 12:1173 Corporate authority
RS 12:1174 Directors, officers, and agents; liability
RS 12:1175 Shareholders' agreements
RS 12:1176 Directors
RS 12:1177 Officers
RS 12:1178 Contracts
RS 12:1179 Regulation
RS 12:1180 Compliance by existing corporation
RS 12:1181 Short title
RS 12:1190 Professional occupational
RS 12:1191 Professional corporations
RS 12:1192 Corporate name
RS 12:1193 Corporate authority
RS 12:1194 Shares
RS 12:1195 Certificate of stock
RS 12:1196 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1197 Action of shareholders
RS 12:1198 Shareholders' agreements
RS 12:1199 Directors
RS 12:1200 Officers and agents
RS 12:1201 Merger and consolidation
RS 12:1202 Dissolution
RS 12:1203 Regulation by louisiana state board of medical examiners
RS 12:1204 Short title
RS 12:1301 Definitions
RS 12:1302 Purpose
RS 12:1303 Powers
RS 12:1304 Formation
RS 12:1305 Articles of organization; initial report
RS 12:1306 Name
RS 12:1307 Reservation of name; transfer of reserved name
RS 12:1308 Registered office and registered agent
RS 12:1308.1 Annual report
RS 12:1308.2 Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state
RS 12:1309 Amendment of articles of organization
RS 12:1310 Certificates of correction
RS 12:1310.1 Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
RS 12:1311 Management by members
RS 12:1312 Managers
RS 12:1313 Election and removal of managers
RS 12:1314 Duties of members and managers
RS 12:1315 Limitation of liability and indemnification of members and managers
RS 12:1316 Voting by managers
RS 12:1317 Agency power of managers or members
RS 12:1317.1 Company representation; state entities
RS 12:1318 Voting rights of members
RS 12:1319 Records and information
RS 12:1320 Liability to third parties of members and managers
RS 12:1321 Contributions to capital
RS 12:1322 Liability for contribution
RS 12:1323 Sharing of profits and losses
RS 12:1324 Interim distributions
RS 12:1325 Distributions upon withdrawal
RS 12:1326 Distribution in kind
RS 12:1327 Restrictions on making distributions
RS 12:1328 Liability upon wrongful distribution
RS 12:1329 Nature of membership interest
RS 12:1330 Assignment of membership interest
RS 12:1331 Rights of judgment creditor
RS 12:1332 Right of assignee to become a member
RS 12:1333 Powers of estate of a deceased or incompetent member
RS 12:1334 Dissolution
RS 12:1335 Judicial dissolution
RS 12:1335.1 Dissolution by affidavit
RS 12:1336 Winding up
RS 12:1337 Distribution of assets
RS 12:1338 Claims against limited liability company in liquidation; peremption
RS 12:1339 Articles of dissolution
RS 12:1340 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:1341 Liability of members of dissolved limited liability companies
RS 12:1342 Admission of foreign limited liability company
RS 12:1343 Transactions not constituting transacting business
RS 12:1344 Name of authorized foreign limited company
RS 12:1345 Application for certificate of authority
RS 12:1346 Issuance of certificate of authority
RS 12:1347 Effect of certificate of authority
RS 12:1348 Amended certificate of authority
RS 12:1349 Certificate of correction by a foreign limited liability company
RS 12:1350 Registered agent; registered office and principal business establishment; keeping of records by foreign limited liability company
RS 12:1350.1 Annual report
RS 12:1351 Withdrawal
RS 12:1352 Termination of withdrawal proceedings
RS 12:1353 Revocation or suspension of certificate of authority; limitation on authority to do business with the state
RS 12:1354 Transacting business without authority
RS 12:1355 Authority to investigate; penalty
RS 12:1356 Penalties
RS 12:1357 Merger or consolidation
RS 12:1358 Agreement of merger or consolidation
RS 12:1359 Approval of merger or consolidation
RS 12:1360 Certificate of merger or consolidation
RS 12:1361 Effects of merger or consolidation
RS 12:1362 Merger or consolidation with foreign entity
RS 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the state
RS 12:1364 Filing, service, and copying fees
RS 12:1365 Derivative actions
RS 12:1366 Applicability of provisions to foreign and interstate commerce
RS 12:1367 Rules of construction
RS 12:1368 Taxation
RS 12:1369 Short title
RS 12:1400 Professional social work corporations
RS 12:1401 Professional corporations
RS 12:1402 The corporate name
RS 12:1403 Corporate authority
RS 12:1404 Shares
RS 12:1405 Certificate of stock
RS 12:1406 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1407 Action of shareholders
RS 12:1408 Shareholders' agreements
RS 12:1409 Directors
RS 12:1410 Officers and agents
RS 12:1411 Merger and consolidation
RS 12:1412 Dissolution
RS 12:1413 Regulation by the louisiana state board of certified social work examiners
RS 12:1414 Short title
RS 12:1501 Prescriptive periods applicable
RS 12:1502 Actions against persons who control business organizations
RS 12:1601 Definitions
RS 12:1602 Conversion of domestic entities
RS 12:1603 Conversion application
RS 12:1604 Filing and recording conversion application; issuance and effect of certificate of conversion
RS 12:1605 Effect of conversion
RS 12:1606 Tax filing requirements
RS 12:1607 Recognition of conversion; updating of professional license
State Codes and Statutes
Statutes > Louisiana > Rs > Title12
RS 12 Title 12.corporations and associations
RS 12:1 Title 12corporations and associations
RS 12:2 Filing methods
RS 12:21 Incorporators
RS 12:22 Purposes
RS 12:23 Corporate name; reservation of name
RS 12:24 Articles of incorporation
RS 12:25 Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence
RS 12:25.1 Acquisition of immovable property prior to incorporation; retroactivity of corporate existence
RS 12:26 Condition precedent to beginning business
RS 12:27 Expenses of organization, reorganization and financing
RS 12:28 By-laws
RS 12:29 Shareholders' agreements
RS 12:31 Method of amending articles generally
RS 12:32 Articles of amendment, contents and filing
RS 12:33 Special amendment provisions
RS 12:34 Restatement of articles
RS 12:35 Certificate of correction
RS 12:41 General powers
RS 12:42 Defense of ultra vires
RS 12:51 Classes of shares; fractional shares
RS 12:52 Issuance of shares; consideration
RS 12:53 Reservation of shares
RS 12:54 Reclassification of stock
RS 12:55 Redemption, purchase and cancellation of shares
RS 12:56 Convertible securities and stock-purchase rights
RS 12:57 Certificates of stock
RS 12:58 Transfer of shares
RS 12:59 Restriction on transfer of shares and other securities
RS 12:61 Allocation to capital and surplus, and increases and reductions thereof
RS 12:62 Surplus
RS 12:63 Dividends
RS 12:71 Subscriptions for shares
RS 12:72 Shareholders' preemptive rights
RS 12:73 Shareholders' meetings
RS 12:74 Quorum
RS 12:75 Voting of shareholders and bondholders
RS 12:76 Consent of shareholders
RS 12:77 Fixing record date
RS 12:78 Voting trusts
RS 12:79 Registered holder of shares
RS 12:81 Directors
RS 12:82 Officers and agents
RS 12:83 Indemnification of officers, directors, employees, and agents; insurance
RS 12:84 Interested directors; quorum
RS 12:91 Relation of directors and officers to corporation and shareholders
RS 12:92 Liability of directors and officers
RS 12:93 Liability of subscribers and shareholders
RS 12:94 Directors or shareholders not participating in unlawful act
RS 12:95 Actions for fraud
RS 12:96 Actions against directors and officers
RS 12:101 Initial report
RS 12:102 Annual report
RS 12:103 Corporate records; right of shareholder to inspect
RS 12:104 Registered office and registered agent for service of process
RS 12:111 Authorization for mergers, consolidations, and share exchanges
RS 12:112 Merger or consolidation procedure
RS 12:113 Consolidation; articles of incorporation
RS 12:114 When merger or consolidation effective
RS 12:115 Effect of merger or consolidation
RS 12:116 Share exchange
RS 12:117 Merger or consolidation of corporation and limited liability company, partnership, or limited partnership
RS 12:121 Voluntary transfer of corporate assets
RS 12:130 Definitions
RS 12:130.1 Standard of care; review
RS 12:130.2 Intentional misconduct; injunctive relief; civil penalty
RS 12:131 Rights of a shareholder dissenting from certain corporate actions
RS 12:132 Definitions
RS 12:133 Vote required in business combinations
RS 12:134 When voting requirements not applicable
RS 12:135 Definitions
RS 12:136 Law applicable to control share voting rights
RS 12:137 Notice of control share acquisition
RS 12:138 Shareholder meeting to determine control share voting rights
RS 12:139 Notice of shareholder meeting
RS 12:140 Resolution granting control share voting rights
RS 12:140.1 Redemption of control shares
RS 12:140.2 Rights of dissenting shareholders
RS 12:140.3 Corporate representation; state entities
RS 12:140.11 Definitions
RS 12:140.12 Applicability
RS 12:140.13 Notice of control share acquisition
RS 12:140.14 Shareholder meeting to determine control share voting rights
RS 12:140.15 Notice of shareholder meeting
RS 12:140.16 Resolution granting control share voting rights
RS 12:140.17 Conflict of laws
RS 12:141 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
RS 12:142 Voluntary proceedings for dissolution; authorization; appointment of liquidators
RS 12:142.1 Dissolution by affidavit
RS 12:143 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
RS 12:144 Qualifications of liquidator; filling vacancies in the office of liquidator
RS 12:145 Dissolution out of court; procedure; powers of liquidator
RS 12:146 Dissolution proceedings under judicial supervision; procedure; powers of liquidator
RS 12:147 Claims against corporation in liquidation; peremption
RS 12:148 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:149 Termination of proceedings for dissolution
RS 12:151 Appointment of receiver
RS 12:152 Procedure; powers of receiver
RS 12:161 Compromise arrangements; reorganizations; approval and effect
RS 12:162 Reorganization under act of congress
RS 12:163 Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the state
RS 12:164 Change of jurisdiction of incorporation
RS 12:165 Nonprofit corporation; reincorporation as a business corporation
RS 12:171 Fees
RS 12:172 Penalties
RS 12:173 Application to existing corporations
RS 12:174 Monopolies and restraints of trade
RS 12:175 Chapter inapplicable to foreign corporations
RS 12:176 Effect of invalidity of part of chapter; severability
RS 12:177 Reservation of power
RS 12:178 Short title
RS 12:201 Nonprofit corporation law
RS 12:202 Incorporation
RS 12:202.1 Limitation on formation; exceptions
RS 12:203 Articles of incorporation
RS 12:204 Corporate name
RS 12:204.1 Corporate name restrictions
RS 12:204.2 Naming of certain nonprofit corporations
RS 12:205 Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence
RS 12:205.1 Annual report to secretary of state
RS 12:206 Effect of filing or recording papers
RS 12:207 General powers
RS 12:208 Defense of ultra vires
RS 12:209 Corporations not required to be non-stock corporations
RS 12:210 Members, shareholders and certificates
RS 12:211 Subscriptions for shares
RS 12:212 Shareholders' preemptive rights
RS 12:213 Issuance of shares; consideration
RS 12:214 Reservation of shares
RS 12:215 Convertible securities and stock-purchase rights
RS 12:216 Redemption, purchase and cancellation of shares
RS 12:217 Classes and qualifications of membership
RS 12:218 Membership dues; assessments
RS 12:219 Liability of subscribers and members
RS 12:220 Reduction of membership below stated number
RS 12:221 Capital, surplus, allocation thereto, and increases and reductions thereof
RS 12:222 Bylaws
RS 12:223 Corporate records and reports
RS 12:224 Board of directors
RS 12:225 Officers and agents
RS 12:226 Relation of directors and officers to corporation and members; liability of officers and directors
RS 12:227 Indemnification of officers, directors, employees and agents; insurance
RS 12:228 Interested directors; quorum
RS 12:229 Meetings of members
RS 12:230 Notice of meetings of members
RS 12:231 Quorum of members
RS 12:232 Voting of members
RS 12:233 Unanimous consent
RS 12:234 Fixing record date
RS 12:235 Voting trusts
RS 12:236 Registered office and agent
RS 12:237 Amendment of articles generally
RS 12:237.1 Amendment of articles; special provision
RS 12:238 Articles of amendment; contents; filing
RS 12:239 Special amendment provisions
RS 12:239.1 Certificate of correction
RS 12:240 Reclassification of stock
RS 12:241 Restatement of articles
RS 12:242 Authorization for mergers and consolidations
RS 12:243 Merger or consolidation procedure
RS 12:244 Consolidation; articles of incorporation
RS 12:245 When merger or consolidation effective
RS 12:246 Effect of merger or consolidation
RS 12:247 Voluntary transfer of assets
RS 12:247.1 Change of jurisdiction of incorporation
RS 12:248 Rights of a shareholder dissenting from certain corporate actions
RS 12:249 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
RS 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidators
RS 12:250.1 Dissolution by affidavit
RS 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
RS 12:252 Qualifications of liquidator; filling vacancies in the office of liquidator
RS 12:253 Dissolution proceedings out of court; procedure; powers of liquidator
RS 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidator
RS 12:255 Claims against corporation in liquidation; peremption
RS 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:257 Termination of proceedings for dissolution
RS 12:258 Appointment of receiver
RS 12:259 Receivership procedure; powers of receiver
RS 12:260 Compromise arrangements; reorganizations; approval and effect
RS 12:261 Reorganization under act of congress
RS 12:262 Action by the state to annul, vacate or forfeit corporate franchise; suspension
RS 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state
RS 12:263 Fees
RS 12:264 Penalties
RS 12:265 Application to existing corporations
RS 12:266 Scope of chapter
RS 12:267 Effect of invalidity of part of chapter; severability
RS 12:268 Reservation of power
RS 12:269 Short title
RS 12:301 Foreign corporation law
RS 12:302 Acts not considered transacting business
RS 12:303 Name of authorized foreign corporation
RS 12:304 Application for certificate of authority
RS 12:305 Issuance of certificate of authority
RS 12:306 Effect of certificate of authority
RS 12:307 Amended certificate of authority
RS 12:307.1 Certificate of correction by a foreign corporation
RS 12:308 Registered agent, registered office and principal business establishment, keeping of records by foreign corporation
RS 12:309 Annual report
RS 12:310 Change of corporate name
RS 12:311 Merger, consolidation, or dissolution
RS 12:312 Withdrawal
RS 12:312.1 Termination of withdrawal proceedings
RS 12:313 Revocation of certificate of authority
RS 12:314 Transacting business without authority
RS 12:314.1 Authority to investigate; penalty
RS 12:315 Penalties
RS 12:316 Fees
RS 12:317 Appointment of receiver
RS 12:318 Pre-filing procedure
RS 12:319 Definitions
RS 12:320 Application to authorized corporations
RS 12:321 Short title
RS 12:401 Special corporations
RS 12:402 Terms defined
RS 12:403 Powers
RS 12:404 Name
RS 12:405 Incorporators
RS 12:406 Articles of incorporation
RS 12:407 Bylaws
RS 12:408 Members
RS 12:409 Board of directors; elections
RS 12:410 Districts
RS 12:411 Officers
RS 12:412 Amendment of articles of incorporation
RS 12:413 Consolidation
RS 12:414 Merger
RS 12:415 Effect of consolidation or merger
RS 12:416 Conversion of existing corporations
RS 12:417 Initiative by members
RS 12:417.1 Corporate records; disclosure; right of members to inspect
RS 12:418 Dissolution
RS 12:419 Filing of articles
RS 12:420 Refunds to members
RS 12:421 Disposition of property
RS 12:422 Non-liability of members for debts of cooperative
RS 12:423 Recordation of mortgages and conveyances
RS 12:424 Waiver of notice
RS 12:425 Taxation
RS 12:426 Jurisdiction of the public service commission
RS 12:427 Securities law exemption
RS 12:428 Acquisition of servitudes
RS 12:429 Construction
RS 12:430 Short title
RS 12:431 Beauregard electric cooperative; board of directors, election from districts, composition of districts
RS 12:431.1 Beauregard electric cooperative; board of directors, filling of vacancies
RS 12:441 Sea food marketing associations authorized
RS 12:442 Purpose of legislation
RS 12:443 Terms defined
RS 12:444 Persons who may organize
RS 12:445 Activities in which association may engage
RS 12:446 Powers of association
RS 12:447 Members
RS 12:448 Articles of association
RS 12:449 Amendments to articles of association
RS 12:450 Bylaws
RS 12:451 General and special meetings; how called
RS 12:452 Board of directors
RS 12:453 Election of officers
RS 12:454 Certificates of membership and shares of stock
RS 12:455 Removal of officer or director
RS 12:456 Referendum
RS 12:457 Marketing contract
RS 12:458 Breach of contract or of bylaws
RS 12:459 Acquisitions of business, etc., and payment therefor
RS 12:460 Conflicting laws not to apply
RS 12:461 Limitation of use of term "co-operative"
RS 12:462 Interest in other corporations or associations
RS 12:463 Contracts and agreements with other associations
RS 12:464 Existent associations may adopt the provisions of this part
RS 12:465 How similar foreign associations may carry on business in louisiana
RS 12:466 Breach of marketing contract and knowingly spreading false reports concerning finances and management
RS 12:467 Not in restraint of trade
RS 12:468 Repealed by acts 1982, no. 526, 3, aug. 11, 1982
RS 12:469 Filing fees
RS 12:470 Application of chapter 1
RS 12:471 Short title
RS 12:481 Application of part
RS 12:482 Permission to incorporate
RS 12:483 Certificate of incorporation; form and contents
RS 12:491 Real estate investment trusts authorized and defined
RS 12:492 Qualification and restrictions and procedural rights
RS 12:493 Name of part
RS 12:499.1 Short title; purpose
RS 12:499.2 Application of chapter; amendment of articles of incorporation to comply with chapter
RS 12:499.3 Definitions
RS 12:499.4 Application of laws; conflict of laws
RS 12:499.5 Articles of organization
RS 12:499.6 Name
RS 12:499.7 Power to make, amend, or repeal by-laws
RS 12:499.8 Articles or by-laws
RS 12:499.9 Net savings; apportionment
RS 12:499.10 Termination of proprietary leases
RS 12:499.11 Loans
RS 12:499.12 Tax exemptions
RS 12:499.13 Homestead exemption
RS 12:501 Definitions
RS 12:502 Supplementary general principles of law
RS 12:503 Territorial application
RS 12:504 Immovable and movable property; unincorporated association as legatee or beneficiary
RS 12:505 Statement of authority as to immovable property
RS 12:506 Liability in tort and contract
RS 12:507 Capacity to assert and defend; standing
RS 12:508 Effect of judgment or order
RS 12:509 Disposition of movable property of inactive unincorporated association
RS 12:510 Appointment of agent to receive service of process
RS 12:511 Claim not abated by change
RS 12:512 Dissolution of unincorporated association
RS 12:513 Involuntary proceedings for dissolution and appointment of liquidator
RS 12:514 Grounds for involuntary dissolution
RS 12:515 Continuation of purpose
RS 12:516 Disposition of assets
RS 12:517 Short title
RS 12:518 Uniformity of application and construction
RS 12:519 Severability clause
RS 12:520 Savings clause
RS 12:601 Transfer of stock
RS 12:602 Authority to transfer stock
RS 12:603 Transfer to heirs or legatees of deceased stockholder; proof required
RS 12:621 To 643 repealed by acts 1978, no. 165, 6, eff. jan. 1, 1970
RS 12:651 Repealed by acts 1978, no. 165, 6, eff. jan. 1, 1979
RS 12:701 Financing corporate activities
RS 12:702 Mortgages executed by public utility corporations and cable television companies; description of property; recordation; effect
RS 12:703 Rate of interest paid by corporations
RS 12:704 Repealed by acts 2001, no. 128, 18, eff. july 1, 2001.
RS 12:801 Professional law corporations
RS 12:802 Professional corporations
RS 12:803 The corporate name
RS 12:804 Corporate authority
RS 12:805 Shares
RS 12:806 Certificate of stock
RS 12:807 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:808 Action of shareholders
RS 12:809 Shareholders' agreements
RS 12:810 Directors
RS 12:811 Officers and agents
RS 12:812 Merger and consolidation
RS 12:813 Dissolution
RS 12:814 Certification of foreign professional law corporation
RS 12:815 Regulation by supreme court
RS 12:816 Short title
RS 12:901 Terms defined
RS 12:902 Professional corporations
RS 12:903 The corporate name
RS 12:904 Corporate authority
RS 12:905 Shares
RS 12:906 Certificate of stock
RS 12:907 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:908 Action of shareholders
RS 12:909 Shareholders' agreements
RS 12:910 Directors
RS 12:911 Officers and agents
RS 12:912 Merger and consolidation
RS 12:913 Dissolution
RS 12:914 Regulation by louisiana state board of medical examiners
RS 12:915 Short title
RS 12:951 Industrial or economic
RS 12:952 Incorporators; articles of incorporation; approval
RS 12:953 Powers
RS 12:954 Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members
RS 12:955 Applications for membership; loans to corporation
RS 12:956 Duration of membership; notice of withdrawal
RS 12:957 Powers of stockholders and members; voting
RS 12:958 Amendment of articles; certification of amendment
RS 12:959 Officers; board of directors; responsibility for losses
RS 12:960 Retention of earned surplus
RS 12:961 Deposits
RS 12:962 Annual audit
RS 12:963 Initial meeting of incorporators; quorum
RS 12:964 Duration of corporation
RS 12:965 Dissolution; distribution of assets
RS 12:966 Pledge of state credit prohibited
RS 12:967 State development company; federal definition
RS 12:968 Tax exemptions, credits and privileges applicable
RS 12:969 License fees
RS 12:970 Fiscal year
RS 12:971 Applicability of louisiana business corporation law
RS 12:972 Savings clause
RS 12:981 Professional dental corporations
RS 12:982 Professional corporations
RS 12:982.1 Professional limited liability companies
RS 12:983 Corporate and limited liability company name
RS 12:984 Corporate and limited liability company authority
RS 12:985 Shares
RS 12:985.1 Members
RS 12:986 Certificate of stock
RS 12:986.1 Membership interest
RS 12:987 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:987.1 Liability of holder of interest in a limited liability company
RS 12:988 Action of shareholders
RS 12:988.1 Action of holders of membership interest
RS 12:989 Shareholders' agreements
RS 12:989.1 Membership ownership agreements
RS 12:990 Directors
RS 12:991 Officers and agents
RS 12:992 Merger and consolidation
RS 12:993 Dissolution
RS 12:994 Regulation by louisiana state board of dentistry
RS 12:995 Short title
RS 12:1011 Professional accounting corporations
RS 12:1012 Professional corporations
RS 12:1013 The corporate name
RS 12:1014 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.
RS 12:1015 Shares
RS 12:1016 Certificate of stock
RS 12:1017 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1018 Actions of shareholders
RS 12:1019 Shareholders agreements
RS 12:1020 Directors
RS 12:1021 Officers and agents
RS 12:1022 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.
RS 12:1023 Dissolution
RS 12:1024 Regulation by state board of certified public accountants of louisiana
RS 12:1025 Short title
RS 12:1041 Miscellaneous provisions applicable
RS 12:1042 Franchise agreements; provisions for dispute resolution
RS 12:1051 Professional chiropractic corporations
RS 12:1052 Professional corporations
RS 12:1053 The corporate name
RS 12:1054 Corporate authority
RS 12:1055 Shares
RS 12:1056 Certificate of stock
RS 12:1057 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1058 Action of shareholders
RS 12:1059 Shareholders' agreements
RS 12:1060 Directors
RS 12:1061 Officers and agents
RS 12:1062 Merger and consolidation
RS 12:1063 Dissolution
RS 12:1064 Regulation by louisiana state board of chiropractic examiners
RS 12:1065 Short title
RS 12:1071 Professional nursing corporations
RS 12:1072 Professional corporations
RS 12:1073 The corporate name
RS 12:1074 Corporate authority
RS 12:1075 Shares
RS 12:1076 Certificate of stock
RS 12:1077 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1078 Action of shareholders
RS 12:1079 Shareholders' agreements
RS 12:1080 Directors
RS 12:1081 Officers and agents
RS 12:1082 Merger and consolidation
RS 12:1083 Dissolution
RS 12:1084 Regulation by louisiana state board of nurse examiners
RS 12:1085 Short title
RS 12:1086 Professional architectural
RS 12:1087 Professional corporation
RS 12:1088 Corporate name
RS 12:1089 Corporate authority
RS 12:1090 Shares
RS 12:1091 Certificate of stock
RS 12:1092 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1093 Action of shareholders
RS 12:1094 Shareholders' agreements
RS 12:1095 Directors
RS 12:1096 Officers
RS 12:1097 Contracts
RS 12:1098 Merger and consolidation
RS 12:1099 Dissolution
RS 12:1100 Regulation by louisiana state board of architectural examiners
RS 12:1101 Short title
RS 12:1110 Professional optometry corporations
RS 12:1111 Professional corporations
RS 12:1112 Corporate name
RS 12:1113 Corporate authority
RS 12:1114 Shares
RS 12:1115 Certificate of stock
RS 12:1116 Liability of incorporators, subscribers, shareholders, directors, officers or agents
RS 12:1117 Action of shareholders
RS 12:1118 Shareholders' agreements
RS 12:1119 Directors
RS 12:1120 Officers and agents
RS 12:1121 Merger and consolidation
RS 12:1122 Dissolution
RS 12:1123 Regulation by louisiana state board of optometry
RS 12:1124 Short title
RS 12:1130 Professional psychology corporations
RS 12:1131 Professional corporations
RS 12:1132 The corporate name
RS 12:1133 Corporate authority
RS 12:1134 Shares
RS 12:1135 Certificate of stock
RS 12:1136 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1137 Action of shareholders
RS 12:1138 Shareholders' agreements
RS 12:1139 Directors
RS 12:1140 Officers and agents
RS 12:1141 Merger and consolidation
RS 12:1142 Dissolution
RS 12:1143 Regulation by the louisiana state board of examiners of psychologists
RS 12:1144 Short title
RS 12:1151 Professional veterinary
RS 12:1152 Professional corporations
RS 12:1153 The corporate name
RS 12:1154 Corporate authority
RS 12:1155 Shares
RS 12:1156 Certificate of stock
RS 12:1157 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1158 Action of shareholders
RS 12:1159 Shareholders' agreements
RS 12:1160 Directors
RS 12:1161 Officers and agents
RS 12:1162 Merger and consolidation
RS 12:1163 Dissolution
RS 12:1164 Regulation by louisiana state board of veterinary medical examiners
RS 12:1165 Short title
RS 12:1171 Terms defined
RS 12:1172 Corporate name
RS 12:1173 Corporate authority
RS 12:1174 Directors, officers, and agents; liability
RS 12:1175 Shareholders' agreements
RS 12:1176 Directors
RS 12:1177 Officers
RS 12:1178 Contracts
RS 12:1179 Regulation
RS 12:1180 Compliance by existing corporation
RS 12:1181 Short title
RS 12:1190 Professional occupational
RS 12:1191 Professional corporations
RS 12:1192 Corporate name
RS 12:1193 Corporate authority
RS 12:1194 Shares
RS 12:1195 Certificate of stock
RS 12:1196 Liability of incorporators, subscribers, shareholders, directors, officers, and agents
RS 12:1197 Action of shareholders
RS 12:1198 Shareholders' agreements
RS 12:1199 Directors
RS 12:1200 Officers and agents
RS 12:1201 Merger and consolidation
RS 12:1202 Dissolution
RS 12:1203 Regulation by louisiana state board of medical examiners
RS 12:1204 Short title
RS 12:1301 Definitions
RS 12:1302 Purpose
RS 12:1303 Powers
RS 12:1304 Formation
RS 12:1305 Articles of organization; initial report
RS 12:1306 Name
RS 12:1307 Reservation of name; transfer of reserved name
RS 12:1308 Registered office and registered agent
RS 12:1308.1 Annual report
RS 12:1308.2 Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state
RS 12:1309 Amendment of articles of organization
RS 12:1310 Certificates of correction
RS 12:1310.1 Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
RS 12:1311 Management by members
RS 12:1312 Managers
RS 12:1313 Election and removal of managers
RS 12:1314 Duties of members and managers
RS 12:1315 Limitation of liability and indemnification of members and managers
RS 12:1316 Voting by managers
RS 12:1317 Agency power of managers or members
RS 12:1317.1 Company representation; state entities
RS 12:1318 Voting rights of members
RS 12:1319 Records and information
RS 12:1320 Liability to third parties of members and managers
RS 12:1321 Contributions to capital
RS 12:1322 Liability for contribution
RS 12:1323 Sharing of profits and losses
RS 12:1324 Interim distributions
RS 12:1325 Distributions upon withdrawal
RS 12:1326 Distribution in kind
RS 12:1327 Restrictions on making distributions
RS 12:1328 Liability upon wrongful distribution
RS 12:1329 Nature of membership interest
RS 12:1330 Assignment of membership interest
RS 12:1331 Rights of judgment creditor
RS 12:1332 Right of assignee to become a member
RS 12:1333 Powers of estate of a deceased or incompetent member
RS 12:1334 Dissolution
RS 12:1335 Judicial dissolution
RS 12:1335.1 Dissolution by affidavit
RS 12:1336 Winding up
RS 12:1337 Distribution of assets
RS 12:1338 Claims against limited liability company in liquidation; peremption
RS 12:1339 Articles of dissolution
RS 12:1340 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
RS 12:1341 Liability of members of dissolved limited liability companies
RS 12:1342 Admission of foreign limited liability company
RS 12:1343 Transactions not constituting transacting business
RS 12:1344 Name of authorized foreign limited company
RS 12:1345 Application for certificate of authority
RS 12:1346 Issuance of certificate of authority
RS 12:1347 Effect of certificate of authority
RS 12:1348 Amended certificate of authority
RS 12:1349 Certificate of correction by a foreign limited liability company
RS 12:1350 Registered agent; registered office and principal business establishment; keeping of records by foreign limited liability company
RS 12:1350.1 Annual report
RS 12:1351 Withdrawal
RS 12:1352 Termination of withdrawal proceedings
RS 12:1353 Revocation or suspension of certificate of authority; limitation on authority to do business with the state
RS 12:1354 Transacting business without authority
RS 12:1355 Authority to investigate; penalty
RS 12:1356 Penalties
RS 12:1357 Merger or consolidation
RS 12:1358 Agreement of merger or consolidation
RS 12:1359 Approval of merger or consolidation
RS 12:1360 Certificate of merger or consolidation
RS 12:1361 Effects of merger or consolidation
RS 12:1362 Merger or consolidation with foreign entity
RS 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the state
RS 12:1364 Filing, service, and copying fees
RS 12:1365 Derivative actions
RS 12:1366 Applicability of provisions to foreign and interstate commerce
RS 12:1367 Rules of construction
RS 12:1368 Taxation
RS 12:1369 Short title
RS 12:1400 Professional social work corporations
RS 12:1401 Professional corporations
RS 12:1402 The corporate name
RS 12:1403 Corporate authority
RS 12:1404 Shares
RS 12:1405 Certificate of stock
RS 12:1406 Liability of incorporators, subscribers, shareholders, directors, officers and agents
RS 12:1407 Action of shareholders
RS 12:1408 Shareholders' agreements
RS 12:1409 Directors
RS 12:1410 Officers and agents
RS 12:1411 Merger and consolidation
RS 12:1412 Dissolution
RS 12:1413 Regulation by the louisiana state board of certified social work examiners
RS 12:1414 Short title
RS 12:1501 Prescriptive periods applicable
RS 12:1502 Actions against persons who control business organizations
RS 12:1601 Definitions
RS 12:1602 Conversion of domestic entities
RS 12:1603 Conversion application
RS 12:1604 Filing and recording conversion application; issuance and effect of certificate of conversion
RS 12:1605 Effect of conversion
RS 12:1606 Tax filing requirements
RS 12:1607 Recognition of conversion; updating of professional license
State Codes and Statutes
Statutes >
Louisiana >
Rs >
Title12RS 12 Title 12.corporations and associationsRS 12:1 Title 12corporations and associationsRS 12:2 Filing methodsRS 12:21 IncorporatorsRS 12:22 PurposesRS 12:23 Corporate name; reservation of nameRS 12:24 Articles of incorporationRS 12:25 Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existenceRS 12:25.1 Acquisition of immovable property prior to incorporation; retroactivity of corporate existenceRS 12:26 Condition precedent to beginning businessRS 12:27 Expenses of organization, reorganization and financingRS 12:28 By-lawsRS 12:29 Shareholders' agreementsRS 12:31 Method of amending articles generallyRS 12:32 Articles of amendment, contents and filingRS 12:33 Special amendment provisionsRS 12:34 Restatement of articlesRS 12:35 Certificate of correctionRS 12:41 General powersRS 12:42 Defense of ultra viresRS 12:51 Classes of shares; fractional sharesRS 12:52 Issuance of shares; considerationRS 12:53 Reservation of sharesRS 12:54 Reclassification of stockRS 12:55 Redemption, purchase and cancellation of sharesRS 12:56 Convertible securities and stock-purchase rightsRS 12:57 Certificates of stockRS 12:58 Transfer of sharesRS 12:59 Restriction on transfer of shares and other securitiesRS 12:61 Allocation to capital and surplus, and increases and reductions thereofRS 12:62 SurplusRS 12:63 DividendsRS 12:71 Subscriptions for sharesRS 12:72 Shareholders' preemptive rightsRS 12:73 Shareholders' meetingsRS 12:74 QuorumRS 12:75 Voting of shareholders and bondholdersRS 12:76 Consent of shareholdersRS 12:77 Fixing record dateRS 12:78 Voting trustsRS 12:79 Registered holder of sharesRS 12:81 DirectorsRS 12:82 Officers and agentsRS 12:83 Indemnification of officers, directors, employees, and agents; insuranceRS 12:84 Interested directors; quorumRS 12:91 Relation of directors and officers to corporation and shareholdersRS 12:92 Liability of directors and officersRS 12:93 Liability of subscribers and shareholdersRS 12:94 Directors or shareholders not participating in unlawful actRS 12:95 Actions for fraudRS 12:96 Actions against directors and officersRS 12:101 Initial reportRS 12:102 Annual reportRS 12:103 Corporate records; right of shareholder to inspectRS 12:104 Registered office and registered agent for service of processRS 12:111 Authorization for mergers, consolidations, and share exchangesRS 12:112 Merger or consolidation procedureRS 12:113 Consolidation; articles of incorporationRS 12:114 When merger or consolidation effectiveRS 12:115 Effect of merger or consolidationRS 12:116 Share exchangeRS 12:117 Merger or consolidation of corporation and limited liability company, partnership, or limited partnershipRS 12:121 Voluntary transfer of corporate assetsRS 12:130 DefinitionsRS 12:130.1 Standard of care; reviewRS 12:130.2 Intentional misconduct; injunctive relief; civil penaltyRS 12:131 Rights of a shareholder dissenting from certain corporate actionsRS 12:132 DefinitionsRS 12:133 Vote required in business combinationsRS 12:134 When voting requirements not applicableRS 12:135 DefinitionsRS 12:136 Law applicable to control share voting rightsRS 12:137 Notice of control share acquisitionRS 12:138 Shareholder meeting to determine control share voting rightsRS 12:139 Notice of shareholder meetingRS 12:140 Resolution granting control share voting rightsRS 12:140.1 Redemption of control sharesRS 12:140.2 Rights of dissenting shareholdersRS 12:140.3 Corporate representation; state entitiesRS 12:140.11 DefinitionsRS 12:140.12 ApplicabilityRS 12:140.13 Notice of control share acquisitionRS 12:140.14 Shareholder meeting to determine control share voting rightsRS 12:140.15 Notice of shareholder meetingRS 12:140.16 Resolution granting control share voting rightsRS 12:140.17 Conflict of lawsRS 12:141 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolutionRS 12:142 Voluntary proceedings for dissolution; authorization; appointment of liquidatorsRS 12:142.1 Dissolution by affidavitRS 12:143 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidatorRS 12:144 Qualifications of liquidator; filling vacancies in the office of liquidatorRS 12:145 Dissolution out of court; procedure; powers of liquidatorRS 12:146 Dissolution proceedings under judicial supervision; procedure; powers of liquidatorRS 12:147 Claims against corporation in liquidation; peremptionRS 12:148 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedingsRS 12:149 Termination of proceedings for dissolutionRS 12:151 Appointment of receiverRS 12:152 Procedure; powers of receiverRS 12:161 Compromise arrangements; reorganizations; approval and effectRS 12:162 Reorganization under act of congressRS 12:163 Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the stateRS 12:164 Change of jurisdiction of incorporationRS 12:165 Nonprofit corporation; reincorporation as a business corporationRS 12:171 FeesRS 12:172 PenaltiesRS 12:173 Application to existing corporationsRS 12:174 Monopolies and restraints of tradeRS 12:175 Chapter inapplicable to foreign corporationsRS 12:176 Effect of invalidity of part of chapter; severabilityRS 12:177 Reservation of powerRS 12:178 Short titleRS 12:201 Nonprofit corporation lawRS 12:202 IncorporationRS 12:202.1 Limitation on formation; exceptionsRS 12:203 Articles of incorporationRS 12:204 Corporate nameRS 12:204.1 Corporate name restrictionsRS 12:204.2 Naming of certain nonprofit corporationsRS 12:205 Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existenceRS 12:205.1 Annual report to secretary of stateRS 12:206 Effect of filing or recording papersRS 12:207 General powersRS 12:208 Defense of ultra viresRS 12:209 Corporations not required to be non-stock corporationsRS 12:210 Members, shareholders and certificatesRS 12:211 Subscriptions for sharesRS 12:212 Shareholders' preemptive rightsRS 12:213 Issuance of shares; considerationRS 12:214 Reservation of sharesRS 12:215 Convertible securities and stock-purchase rightsRS 12:216 Redemption, purchase and cancellation of sharesRS 12:217 Classes and qualifications of membershipRS 12:218 Membership dues; assessmentsRS 12:219 Liability of subscribers and membersRS 12:220 Reduction of membership below stated numberRS 12:221 Capital, surplus, allocation thereto, and increases and reductions thereofRS 12:222 BylawsRS 12:223 Corporate records and reportsRS 12:224 Board of directorsRS 12:225 Officers and agentsRS 12:226 Relation of directors and officers to corporation and members; liability of officers and directorsRS 12:227 Indemnification of officers, directors, employees and agents; insuranceRS 12:228 Interested directors; quorumRS 12:229 Meetings of membersRS 12:230 Notice of meetings of membersRS 12:231 Quorum of membersRS 12:232 Voting of membersRS 12:233 Unanimous consentRS 12:234 Fixing record dateRS 12:235 Voting trustsRS 12:236 Registered office and agentRS 12:237 Amendment of articles generallyRS 12:237.1 Amendment of articles; special provisionRS 12:238 Articles of amendment; contents; filingRS 12:239 Special amendment provisionsRS 12:239.1 Certificate of correctionRS 12:240 Reclassification of stockRS 12:241 Restatement of articlesRS 12:242 Authorization for mergers and consolidationsRS 12:243 Merger or consolidation procedureRS 12:244 Consolidation; articles of incorporationRS 12:245 When merger or consolidation effectiveRS 12:246 Effect of merger or consolidationRS 12:247 Voluntary transfer of assetsRS 12:247.1 Change of jurisdiction of incorporationRS 12:248 Rights of a shareholder dissenting from certain corporate actionsRS 12:249 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolutionRS 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidatorsRS 12:250.1 Dissolution by affidavitRS 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidatorRS 12:252 Qualifications of liquidator; filling vacancies in the office of liquidatorRS 12:253 Dissolution proceedings out of court; procedure; powers of liquidatorRS 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidatorRS 12:255 Claims against corporation in liquidation; peremptionRS 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedingsRS 12:257 Termination of proceedings for dissolutionRS 12:258 Appointment of receiverRS 12:259 Receivership procedure; powers of receiverRS 12:260 Compromise arrangements; reorganizations; approval and effectRS 12:261 Reorganization under act of congressRS 12:262 Action by the state to annul, vacate or forfeit corporate franchise; suspensionRS 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the stateRS 12:263 FeesRS 12:264 PenaltiesRS 12:265 Application to existing corporationsRS 12:266 Scope of chapterRS 12:267 Effect of invalidity of part of chapter; severabilityRS 12:268 Reservation of powerRS 12:269 Short titleRS 12:301 Foreign corporation lawRS 12:302 Acts not considered transacting businessRS 12:303 Name of authorized foreign corporationRS 12:304 Application for certificate of authorityRS 12:305 Issuance of certificate of authorityRS 12:306 Effect of certificate of authorityRS 12:307 Amended certificate of authorityRS 12:307.1 Certificate of correction by a foreign corporationRS 12:308 Registered agent, registered office and principal business establishment, keeping of records by foreign corporationRS 12:309 Annual reportRS 12:310 Change of corporate nameRS 12:311 Merger, consolidation, or dissolutionRS 12:312 WithdrawalRS 12:312.1 Termination of withdrawal proceedingsRS 12:313 Revocation of certificate of authorityRS 12:314 Transacting business without authorityRS 12:314.1 Authority to investigate; penaltyRS 12:315 PenaltiesRS 12:316 FeesRS 12:317 Appointment of receiverRS 12:318 Pre-filing procedureRS 12:319 DefinitionsRS 12:320 Application to authorized corporationsRS 12:321 Short titleRS 12:401 Special corporationsRS 12:402 Terms definedRS 12:403 PowersRS 12:404 NameRS 12:405 IncorporatorsRS 12:406 Articles of incorporationRS 12:407 BylawsRS 12:408 MembersRS 12:409 Board of directors; electionsRS 12:410 DistrictsRS 12:411 OfficersRS 12:412 Amendment of articles of incorporationRS 12:413 ConsolidationRS 12:414 MergerRS 12:415 Effect of consolidation or mergerRS 12:416 Conversion of existing corporationsRS 12:417 Initiative by membersRS 12:417.1 Corporate records; disclosure; right of members to inspectRS 12:418 DissolutionRS 12:419 Filing of articlesRS 12:420 Refunds to membersRS 12:421 Disposition of propertyRS 12:422 Non-liability of members for debts of cooperativeRS 12:423 Recordation of mortgages and conveyancesRS 12:424 Waiver of noticeRS 12:425 TaxationRS 12:426 Jurisdiction of the public service commissionRS 12:427 Securities law exemptionRS 12:428 Acquisition of servitudesRS 12:429 ConstructionRS 12:430 Short titleRS 12:431 Beauregard electric cooperative; board of directors, election from districts, composition of districtsRS 12:431.1 Beauregard electric cooperative; board of directors, filling of vacanciesRS 12:441 Sea food marketing associations authorizedRS 12:442 Purpose of legislationRS 12:443 Terms definedRS 12:444 Persons who may organizeRS 12:445 Activities in which association may engageRS 12:446 Powers of associationRS 12:447 MembersRS 12:448 Articles of associationRS 12:449 Amendments to articles of associationRS 12:450 BylawsRS 12:451 General and special meetings; how calledRS 12:452 Board of directorsRS 12:453 Election of officersRS 12:454 Certificates of membership and shares of stockRS 12:455 Removal of officer or directorRS 12:456 ReferendumRS 12:457 Marketing contractRS 12:458 Breach of contract or of bylawsRS 12:459 Acquisitions of business, etc., and payment thereforRS 12:460 Conflicting laws not to applyRS 12:461 Limitation of use of term "co-operative"RS 12:462 Interest in other corporations or associationsRS 12:463 Contracts and agreements with other associationsRS 12:464 Existent associations may adopt the provisions of this partRS 12:465 How similar foreign associations may carry on business in louisianaRS 12:466 Breach of marketing contract and knowingly spreading false reports concerning finances and managementRS 12:467 Not in restraint of tradeRS 12:468 Repealed by acts 1982, no. 526, 3, aug. 11, 1982RS 12:469 Filing feesRS 12:470 Application of chapter 1RS 12:471 Short titleRS 12:481 Application of partRS 12:482 Permission to incorporateRS 12:483 Certificate of incorporation; form and contentsRS 12:491 Real estate investment trusts authorized and definedRS 12:492 Qualification and restrictions and procedural rightsRS 12:493 Name of partRS 12:499.1 Short title; purposeRS 12:499.2 Application of chapter; amendment of articles of incorporation to comply with chapterRS 12:499.3 DefinitionsRS 12:499.4 Application of laws; conflict of lawsRS 12:499.5 Articles of organizationRS 12:499.6 NameRS 12:499.7 Power to make, amend, or repeal by-lawsRS 12:499.8 Articles or by-lawsRS 12:499.9 Net savings; apportionmentRS 12:499.10 Termination of proprietary leasesRS 12:499.11 LoansRS 12:499.12 Tax exemptionsRS 12:499.13 Homestead exemptionRS 12:501 DefinitionsRS 12:502 Supplementary general principles of lawRS 12:503 Territorial applicationRS 12:504 Immovable and movable property; unincorporated association as legatee or beneficiaryRS 12:505 Statement of authority as to immovable propertyRS 12:506 Liability in tort and contractRS 12:507 Capacity to assert and defend; standingRS 12:508 Effect of judgment or orderRS 12:509 Disposition of movable property of inactive unincorporated associationRS 12:510 Appointment of agent to receive service of processRS 12:511 Claim not abated by changeRS 12:512 Dissolution of unincorporated associationRS 12:513 Involuntary proceedings for dissolution and appointment of liquidatorRS 12:514 Grounds for involuntary dissolutionRS 12:515 Continuation of purposeRS 12:516 Disposition of assetsRS 12:517 Short titleRS 12:518 Uniformity of application and constructionRS 12:519 Severability clauseRS 12:520 Savings clauseRS 12:601 Transfer of stockRS 12:602 Authority to transfer stockRS 12:603 Transfer to heirs or legatees of deceased stockholder; proof requiredRS 12:621 To 643 repealed by acts 1978, no. 165, 6, eff. jan. 1, 1970RS 12:651 Repealed by acts 1978, no. 165, 6, eff. jan. 1, 1979RS 12:701 Financing corporate activitiesRS 12:702 Mortgages executed by public utility corporations and cable television companies; description of property; recordation; effectRS 12:703 Rate of interest paid by corporationsRS 12:704 Repealed by acts 2001, no. 128, 18, eff. july 1, 2001.RS 12:801 Professional law corporationsRS 12:802 Professional corporationsRS 12:803 The corporate nameRS 12:804 Corporate authorityRS 12:805 SharesRS 12:806 Certificate of stockRS 12:807 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:808 Action of shareholdersRS 12:809 Shareholders' agreementsRS 12:810 DirectorsRS 12:811 Officers and agentsRS 12:812 Merger and consolidationRS 12:813 DissolutionRS 12:814 Certification of foreign professional law corporationRS 12:815 Regulation by supreme courtRS 12:816 Short titleRS 12:901 Terms definedRS 12:902 Professional corporationsRS 12:903 The corporate nameRS 12:904 Corporate authorityRS 12:905 SharesRS 12:906 Certificate of stockRS 12:907 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:908 Action of shareholdersRS 12:909 Shareholders' agreementsRS 12:910 DirectorsRS 12:911 Officers and agentsRS 12:912 Merger and consolidationRS 12:913 DissolutionRS 12:914 Regulation by louisiana state board of medical examinersRS 12:915 Short titleRS 12:951 Industrial or economicRS 12:952 Incorporators; articles of incorporation; approvalRS 12:953 PowersRS 12:954 Acquisition and disposition of securities; evidences of indebtedness; stock; loans from membersRS 12:955 Applications for membership; loans to corporationRS 12:956 Duration of membership; notice of withdrawalRS 12:957 Powers of stockholders and members; votingRS 12:958 Amendment of articles; certification of amendmentRS 12:959 Officers; board of directors; responsibility for lossesRS 12:960 Retention of earned surplusRS 12:961 DepositsRS 12:962 Annual auditRS 12:963 Initial meeting of incorporators; quorumRS 12:964 Duration of corporationRS 12:965 Dissolution; distribution of assetsRS 12:966 Pledge of state credit prohibitedRS 12:967 State development company; federal definitionRS 12:968 Tax exemptions, credits and privileges applicableRS 12:969 License feesRS 12:970 Fiscal yearRS 12:971 Applicability of louisiana business corporation lawRS 12:972 Savings clauseRS 12:981 Professional dental corporationsRS 12:982 Professional corporationsRS 12:982.1 Professional limited liability companiesRS 12:983 Corporate and limited liability company nameRS 12:984 Corporate and limited liability company authorityRS 12:985 SharesRS 12:985.1 MembersRS 12:986 Certificate of stockRS 12:986.1 Membership interestRS 12:987 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:987.1 Liability of holder of interest in a limited liability companyRS 12:988 Action of shareholdersRS 12:988.1 Action of holders of membership interestRS 12:989 Shareholders' agreementsRS 12:989.1 Membership ownership agreementsRS 12:990 DirectorsRS 12:991 Officers and agentsRS 12:992 Merger and consolidationRS 12:993 DissolutionRS 12:994 Regulation by louisiana state board of dentistryRS 12:995 Short titleRS 12:1011 Professional accounting corporationsRS 12:1012 Professional corporationsRS 12:1013 The corporate nameRS 12:1014 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.RS 12:1015 SharesRS 12:1016 Certificate of stockRS 12:1017 Liability of incorporators, subscribers, shareholders, directors, officers, and agentsRS 12:1018 Actions of shareholdersRS 12:1019 Shareholders agreementsRS 12:1020 DirectorsRS 12:1021 Officers and agentsRS 12:1022 Repealed by acts 2000, 1st ex. sess., no. 30, 2, eff. april 14, 2000.RS 12:1023 DissolutionRS 12:1024 Regulation by state board of certified public accountants of louisianaRS 12:1025 Short titleRS 12:1041 Miscellaneous provisions applicableRS 12:1042 Franchise agreements; provisions for dispute resolutionRS 12:1051 Professional chiropractic corporationsRS 12:1052 Professional corporationsRS 12:1053 The corporate nameRS 12:1054 Corporate authorityRS 12:1055 SharesRS 12:1056 Certificate of stockRS 12:1057 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:1058 Action of shareholdersRS 12:1059 Shareholders' agreementsRS 12:1060 DirectorsRS 12:1061 Officers and agentsRS 12:1062 Merger and consolidationRS 12:1063 DissolutionRS 12:1064 Regulation by louisiana state board of chiropractic examinersRS 12:1065 Short titleRS 12:1071 Professional nursing corporationsRS 12:1072 Professional corporationsRS 12:1073 The corporate nameRS 12:1074 Corporate authorityRS 12:1075 SharesRS 12:1076 Certificate of stockRS 12:1077 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:1078 Action of shareholdersRS 12:1079 Shareholders' agreementsRS 12:1080 DirectorsRS 12:1081 Officers and agentsRS 12:1082 Merger and consolidationRS 12:1083 DissolutionRS 12:1084 Regulation by louisiana state board of nurse examinersRS 12:1085 Short titleRS 12:1086 Professional architecturalRS 12:1087 Professional corporationRS 12:1088 Corporate nameRS 12:1089 Corporate authorityRS 12:1090 SharesRS 12:1091 Certificate of stockRS 12:1092 Liability of incorporators, subscribers, shareholders, directors, officers, and agentsRS 12:1093 Action of shareholdersRS 12:1094 Shareholders' agreementsRS 12:1095 DirectorsRS 12:1096 OfficersRS 12:1097 ContractsRS 12:1098 Merger and consolidationRS 12:1099 DissolutionRS 12:1100 Regulation by louisiana state board of architectural examinersRS 12:1101 Short titleRS 12:1110 Professional optometry corporationsRS 12:1111 Professional corporationsRS 12:1112 Corporate nameRS 12:1113 Corporate authorityRS 12:1114 SharesRS 12:1115 Certificate of stockRS 12:1116 Liability of incorporators, subscribers, shareholders, directors, officers or agentsRS 12:1117 Action of shareholdersRS 12:1118 Shareholders' agreementsRS 12:1119 DirectorsRS 12:1120 Officers and agentsRS 12:1121 Merger and consolidationRS 12:1122 DissolutionRS 12:1123 Regulation by louisiana state board of optometryRS 12:1124 Short titleRS 12:1130 Professional psychology corporationsRS 12:1131 Professional corporationsRS 12:1132 The corporate nameRS 12:1133 Corporate authorityRS 12:1134 SharesRS 12:1135 Certificate of stockRS 12:1136 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:1137 Action of shareholdersRS 12:1138 Shareholders' agreementsRS 12:1139 DirectorsRS 12:1140 Officers and agentsRS 12:1141 Merger and consolidationRS 12:1142 DissolutionRS 12:1143 Regulation by the louisiana state board of examiners of psychologistsRS 12:1144 Short titleRS 12:1151 Professional veterinaryRS 12:1152 Professional corporationsRS 12:1153 The corporate nameRS 12:1154 Corporate authorityRS 12:1155 SharesRS 12:1156 Certificate of stockRS 12:1157 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:1158 Action of shareholdersRS 12:1159 Shareholders' agreementsRS 12:1160 DirectorsRS 12:1161 Officers and agentsRS 12:1162 Merger and consolidationRS 12:1163 DissolutionRS 12:1164 Regulation by louisiana state board of veterinary medical examinersRS 12:1165 Short titleRS 12:1171 Terms definedRS 12:1172 Corporate nameRS 12:1173 Corporate authorityRS 12:1174 Directors, officers, and agents; liabilityRS 12:1175 Shareholders' agreementsRS 12:1176 DirectorsRS 12:1177 OfficersRS 12:1178 ContractsRS 12:1179 RegulationRS 12:1180 Compliance by existing corporationRS 12:1181 Short titleRS 12:1190 Professional occupationalRS 12:1191 Professional corporationsRS 12:1192 Corporate nameRS 12:1193 Corporate authorityRS 12:1194 SharesRS 12:1195 Certificate of stockRS 12:1196 Liability of incorporators, subscribers, shareholders, directors, officers, and agentsRS 12:1197 Action of shareholdersRS 12:1198 Shareholders' agreementsRS 12:1199 DirectorsRS 12:1200 Officers and agentsRS 12:1201 Merger and consolidationRS 12:1202 DissolutionRS 12:1203 Regulation by louisiana state board of medical examinersRS 12:1204 Short titleRS 12:1301 DefinitionsRS 12:1302 PurposeRS 12:1303 PowersRS 12:1304 FormationRS 12:1305 Articles of organization; initial reportRS 12:1306 NameRS 12:1307 Reservation of name; transfer of reserved nameRS 12:1308 Registered office and registered agentRS 12:1308.1 Annual reportRS 12:1308.2 Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the stateRS 12:1309 Amendment of articles of organizationRS 12:1310 Certificates of correctionRS 12:1310.1 Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existenceRS 12:1311 Management by membersRS 12:1312 ManagersRS 12:1313 Election and removal of managersRS 12:1314 Duties of members and managersRS 12:1315 Limitation of liability and indemnification of members and managersRS 12:1316 Voting by managersRS 12:1317 Agency power of managers or membersRS 12:1317.1 Company representation; state entitiesRS 12:1318 Voting rights of membersRS 12:1319 Records and informationRS 12:1320 Liability to third parties of members and managersRS 12:1321 Contributions to capitalRS 12:1322 Liability for contributionRS 12:1323 Sharing of profits and lossesRS 12:1324 Interim distributionsRS 12:1325 Distributions upon withdrawalRS 12:1326 Distribution in kindRS 12:1327 Restrictions on making distributionsRS 12:1328 Liability upon wrongful distributionRS 12:1329 Nature of membership interestRS 12:1330 Assignment of membership interestRS 12:1331 Rights of judgment creditorRS 12:1332 Right of assignee to become a memberRS 12:1333 Powers of estate of a deceased or incompetent memberRS 12:1334 DissolutionRS 12:1335 Judicial dissolutionRS 12:1335.1 Dissolution by affidavitRS 12:1336 Winding upRS 12:1337 Distribution of assetsRS 12:1338 Claims against limited liability company in liquidation; peremptionRS 12:1339 Articles of dissolutionRS 12:1340 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedingsRS 12:1341 Liability of members of dissolved limited liability companiesRS 12:1342 Admission of foreign limited liability companyRS 12:1343 Transactions not constituting transacting businessRS 12:1344 Name of authorized foreign limited companyRS 12:1345 Application for certificate of authorityRS 12:1346 Issuance of certificate of authorityRS 12:1347 Effect of certificate of authorityRS 12:1348 Amended certificate of authorityRS 12:1349 Certificate of correction by a foreign limited liability companyRS 12:1350 Registered agent; registered office and principal business establishment; keeping of records by foreign limited liability companyRS 12:1350.1 Annual reportRS 12:1351 WithdrawalRS 12:1352 Termination of withdrawal proceedingsRS 12:1353 Revocation or suspension of certificate of authority; limitation on authority to do business with the stateRS 12:1354 Transacting business without authorityRS 12:1355 Authority to investigate; penaltyRS 12:1356 PenaltiesRS 12:1357 Merger or consolidationRS 12:1358 Agreement of merger or consolidationRS 12:1359 Approval of merger or consolidationRS 12:1360 Certificate of merger or consolidationRS 12:1361 Effects of merger or consolidationRS 12:1362 Merger or consolidation with foreign entityRS 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the stateRS 12:1364 Filing, service, and copying feesRS 12:1365 Derivative actionsRS 12:1366 Applicability of provisions to foreign and interstate commerceRS 12:1367 Rules of constructionRS 12:1368 TaxationRS 12:1369 Short titleRS 12:1400 Professional social work corporationsRS 12:1401 Professional corporationsRS 12:1402 The corporate nameRS 12:1403 Corporate authorityRS 12:1404 SharesRS 12:1405 Certificate of stockRS 12:1406 Liability of incorporators, subscribers, shareholders, directors, officers and agentsRS 12:1407 Action of shareholdersRS 12:1408 Shareholders' agreementsRS 12:1409 DirectorsRS 12:1410 Officers and agentsRS 12:1411 Merger and consolidationRS 12:1412 DissolutionRS 12:1413 Regulation by the louisiana state board of certified social work examinersRS 12:1414 Short titleRS 12:1501 Prescriptive periods applicableRS 12:1502 Actions against persons who control business organizationsRS 12:1601 DefinitionsRS 12:1602 Conversion of domestic entitiesRS 12:1603 Conversion applicationRS 12:1604 Filing and recording conversion application; issuance and effect of certificate of conversionRS 12:1605 Effect of conversionRS 12:1606 Tax filing requirementsRS 12:1607 Recognition of conversion; updating of professional license
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