Title 12 — Corporations and Associations

Title 12 Corporations and Associations

§ 12:1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

CHAPTER 1 BUSINESS CORPORATION ACT

PART 1 GENERAL PROVISIONS

SUBPART A SHORT TITLE AND RESERVATION OF POWER

§ 12:1-101 Short title

§ 12:1-102 Reservation of power to amend or repeal

SUBPART B FILING DOCUMENTS

§ 12:1-120 Requirements for documents; extrinsic facts

§ 12:1-121 Forms

§ 12:1-122 Filing, service, and copying fees

§ 12:1-123 Effective time and date of document

§ 12:1-124 Correcting filed document

§ 12:1-125 Filing duty of secretary of state

§ 12:1-126 Appeal from secretary of state's refusal to file document

§ 12:1-127 Evidentiary effect of copy of filed document

§ 12:1-128 Certificate of existence and standing

§ 12:1-129 Penalty for signing false document

SUBPART C SECRETARY OF STATE

§ 12:1-130 Powers

SUBPART D DEFINITIONS

§ 12:1-140 Definitions

§ 12:1-141 Notices and other communications

§ 12:1-142 Number of shareholders

§ 12:1-143 Qualified director

§ 12:1-144 Householding

PART 2 INCORPORATION

§ 12:1-201 Incorporators

§ 12:1-202 Articles of incorporation and signed consent by agent to appointment

§ 12:1-203 Incorporation

§ 12:1-204 Liability for preincorporation transactions

§ 12:1-205 Organization of corporation

§ 12:1-206 Bylaws

§ 12:1-207 Emergency bylaws

PART 3 PURPOSES AND POWERS

§ 12:1-301 Purposes

§ 12:1-302 General powers

§ 12:1-303 Emergency powers

§ 12:1-304 Ultra vires

PART 4 NAME

§ 12:1-401 Corporate name

§ 12:1-402 Reserved name

§ 12:1-403 Registered name

PART 5 OFFICE AND AGENT

§ 12:1-501 Registered office and registered agent

§ 12:1-502 Change of registered office or registered agent

§ 12:1-503 Resignation of registered agent

§ 12:1-504 Service on corporation

PART 6 SHARES AND DISTRIBUTIONS

SUBPART A SHARES

§ 12:1-601 Authorized shares

§ 12:1-602 Terms of class or series determined by board of directors

§ 12:1-603 Issued and outstanding shares

§ 12:1-604 Fractional shares

SUBPART B ISSUANCE OF SHARES

§ 12:1-620 Subscription for shares before incorporation

§ 12:1-621 Issuance of shares

§ 12:1-622 Liability of shareholders

§ 12:1-623 Share dividends

§ 12:1-624 Share options

§ 12:1-625 Form and content of certificates

§ 12:1-626 Shares without certificates

§ 12:1-627 Restriction on transfer of shares and other securities

§ 12:1-628 Expense of issue

SUBPART C SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION

§ 12:1-630 Shareholders' preemptive rights

§ 12:1-631 Corporation's acquisition of its own shares

SUBPART D DISTRIBUTIONS

§ 12:1-640 Distributions to shareholders

PART 7 SHAREHOLDERS

SUBPART A MEETINGS

§ 12:1-701 Annual meeting

§ 12:1-702 Special meeting

§ 12:1-703 Court-ordered meeting

§ 12:1-704 Action without meeting

§ 12:1-705 Notice of meeting

§ 12:1-706 Waiver of notice

§ 12:1-707 Record date

§ 12:1-708 Conduct of the meeting

§ 12:1-709 Remote participation in annual and special meetings

SUBPART B VOTING

§ 12:1-720 Shareholders' list for meeting

§ 12:1-721 Voting entitlement of shares

§ 12:1-722 Proxies

§ 12:1-723 Shares held by intermediaries and nominees

§ 12:1-724 Corporation's acceptance of votes

§ 12:1-725 Quorum and voting requirements for voting groups

§ 12:1-726 Action by single and multiple voting groups

§ 12:1-727 Greater quorum or voting requirements

§ 12:1-728 Quorum and voting for directors; cumulative voting

§ 12:1-729 Inspectors of election

SUBPART C VOTING TRUSTS AND AGREEMENTS

§ 12:1-730 Voting trusts

§ 12:1-731 Voting agreements

§ 12:1-732 Unanimous governance agreements

SUBPART D DERIVATIVE PROCEEDINGS

§ 12:1-740 Subpart definitions

§ 12:1-741 Standing

§ 12:1-742 Demand

§ 12:1-742.1 Petition in derivative proceeding

§ 12:1-742.2 Jurisdiction over a director

§ 12:1-742.3 Venue in derivative proceeding

§ 12:1-743 Stay of proceedings

§ 12:1-744 Dismissal

§ 12:1-745 Discontinuance or settlement

§ 12:1-746 Payment of expenses

§ 12:1-747 Applicability to foreign corporations

SUBPART E PROCEEDING TO APPOINT RECEIVER

§ 12:1-748 Shareholder action to appoint receiver

PART 8 DIRECTORS AND OFFICERS

SUBPART A BOARD OF DIRECTORS

§ 12:1-801 Requirement for and functions of board of directors

§ 12:1-802 Qualifications of directors

§ 12:1-803 Number and election of directors

§ 12:1-804 Election of directors by certain classes of shareholders

§ 12:1-805 Terms of directors generally

§ 12:1-806 Staggered terms for directors

§ 12:1-807 Resignation of directors

§ 12:1-808 Removal of directors by shareholders

§ 12:1-809 [Reserved].

§ 12:1-810 Vacancy on board

§ 12:1-811 Compensation of directors

§ 12:1-812 Director proxies

SUBPART B MEETINGS AND ACTION OF THE BOARD

§ 12:1-820 Meetings

§ 12:1-821 Action without meeting

§ 12:1-822 Notice of meeting

§ 12:1-823 Waiver of notice

§ 12:1-824 Quorum and voting

§ 12:1-825 Committees

§ 12:1-826 Submission of matters for shareholder vote

SUBPART C DIRECTORS

§ 12:1-830 Standards of conduct for directors

§ 12:1-831 Standards of liability for directors

§ 12:1-832 Protection against monetary liability

§ 12:1-833 Directors' liability for unlawful distributions

SUBPART D OFFICERS

§ 12:1-840 Officers

§ 12:1-841 Functions of officers

§ 12:1-842 Standards of conduct for officers

§ 12:1-843 Resignation and removal of officers

§ 12:1-844 Contract rights of officers

SUBPART E INDEMNIFICATION AND ADVANCE FOR EXPENSES

§ 12:1-850 Subpart definitions

§ 12:1-851 Permissible indemnification

§ 12:1-852 Mandatory indemnification

§ 12:1-853 Advance for expenses

§ 12:1-854 Court-ordered indemnification and advance for expenses

§ 12:1-855 Determination and authorization of indemnification

§ 12:1-856 Indemnification of officers

§ 12:1-857 Insurance

§ 12:1-858 Variation by corporate action; application of Subpart

§ 12:1-859 Exclusivity of Subpart

SUBPART F DIRECTORS' CONFLICTING INTEREST TRANSACTIONS

§ 12:1-860 Subpart definitions

§ 12:1-861 Judicial action

§ 12:1-862 Directors' action

§ 12:1-863 Shareholders' action

SUBPART G BUSINESS OPPORTUNITIES

§ 12:1-870 Business opportunities

PART 9 DOMESTICATION AND CONVERSION

SUBPART A PRELIMINARY PROVISIONS

§ 12:1-901 Excluded transactions

§ 12:1-902 Required approvals

SUBPART B DOMESTICATION

§ 12:1-920 Domestication

§ 12:1-921 Action on a plan of domestication

§ 12:1-922 Articles of domestication

§ 12:1-923 Surrender of charter upon domestication

§ 12:1-924 Effect of domestication

§ 12:1-925 Abandonment of a domestication

SUBPART C NONPROFIT CONVERSION

§ 12:1-930 Nonprofit conversion

§ 12:1-931 Action on a plan of nonprofit conversion

§ 12:1-932 Articles of nonprofit conversion

§ 12:1-933 Surrender of charter upon foreign nonprofit conversion

§ 12:1-934 Effect of nonprofit conversion

§ 12:1-935 Abandonment of a nonprofit conversion

SUBPART D FOREIGN NONPROFIT DOMESTICATION AND CONVERSION

§ 12:1-940 Foreign nonprofit domestication and conversion

§ 12:1-941 Articles of nonprofit domestication and conversion

§ 12:1-942 Effect of foreign nonprofit domestication and conversion

§ 12:1-943 Abandonment of a foreign nonprofit domestication and conversion

SUBPART E ENTITY CONVERSION

§ 12:1-950 Entity conversion authorized; definitions

§ 12:1-951 Plan of entity conversion

§ 12:1-952 Action on a plan of entity conversion

§ 12:1-953 Articles of entity conversion

§ 12:1-954 Surrender of charter upon conversion

§ 12:1-955 Effect of entity conversion

§ 12:1-956 Abandonment of an entity conversion

PART 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

SUBPART A AMENDMENT OF ARTICLES OF INCORPORATION

§ 12:1-1001 Authority to amend

§ 12:1-1002 Amendment before issuance of shares

§ 12:1-1003 Amendment by board of directors and shareholders

§ 12:1-1004 Voting on amendments by voting groups

§ 12:1-1005 Amendment by board of directors

§ 12:1-1006 Articles of amendment

§ 12:1-1007 Restated articles of incorporation

§ 12:1-1008 Amendment pursuant to reorganization

§ 12:1-1009 Effect of amendment

SUBPART B AMENDMENT OF BYLAWS

§ 12:1-1020 Amendment by board of directors or shareholders

§ 12:1-1021 Bylaw increasing quorum or voting requirement for directors

§ 12:1-1022 Public corporation bylaw provisions relating to the election of directors

PART 11 MERGERS AND SHARE EXCHANGES

§ 12:1-1101 Definitions

§ 12:1-1102 Merger

§ 12:1-1103 Share exchange

§ 12:1-1104 Action on a plan of merger or share exchange

§ 12:1-1105 Merger between parent and subsidiary or between subsidiaries

§ 12:1-1106 Articles of merger or share exchange

§ 12:1-1107 Effect of merger or share exchange

§ 12:1-1108 Abandonment of a merger or share exchange

PART 12 DISPOSITION OF ASSETS

§ 12:1-1201 Disposition of assets not requiring shareholder approval

§ 12:1-1202 Shareholder approval of certain dispositions

PART 13 APPRAISAL RIGHTS

SUBPART A RIGHT TO APPRAISAL AND PAYMENT FOR SHARES

§ 12:1-1301 Definitions

§ 12:1-1302 Right to appraisal

§ 12:1-1303 Assertion of rights by nominees and beneficial shareholders

SUBPART B PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS

§ 12:1-1320 Notice of appraisal rights

§ 12:1-1321 Notice of intent to demand appraisal and consequences of voting or consenting

§ 12:1-1322 Appraisal notice and form

§ 12:1-1323 Perfection of rights and right to withdraw

§ 12:1-1324 Payment

§ 12:1-1325 After-acquired shares

§ 12:1-1326 Procedure if shareholder dissatisfied with payment or offer

SUBPART C JUDICIAL APPRAISAL OF SHARES

§ 12:1-1330 Court action

§ 12:1-1331 Court costs and expenses

SUBPART D OTHER REMEDIES

§ 12:1-1340 Other remedies limited

PART 14 DISSOLUTION

SUBPART A VOLUNTARY DISSOLUTION

§ 12:1-1401 [Reserved.]

§ 12:1-1402 Dissolution by board of directors and shareholders

§ 12:1-1403 Articles of dissolution

§ 12:1-1404 Revocation of dissolution

§ 12:1-1405 Effect of dissolution

§ 12:1-1406 Known claims against dissolved corporation

§ 12:1-1407 Other claims against dissolved corporation

§ 12:1-1408 Court proceedings

§ 12:1-1409 Responsibility of the board of directors

§ 12:1-1410 Certain sections in Subpart A applicable to all dissolved corporations

SUBPART B ADMINISTRATIVE DISSOLUTION

§ 12:1-1411 - 1-1429 [Reserved]

§ 12:1-1412 [Reserved]

§ 12:1-1413 [Reserved]

§ 12:1-1414 [Reserved]

§ 12:1-1415 [Reserved]

§ 12:1-1416 [Reserved]

§ 12:1-1417 [Reserved]

§ 12:1-1418 [Reserved]

§ 12:1-1419 [Reserved]

§ 12:1-1420 [Reserved]

§ 12:1-1421 [Reserved]

§ 12:1-1422 [Reserved]

§ 12:1-1423 [Reserved]

§ 12:1-1424 [Reserved]

§ 12:1-1425 [Reserved]

§ 12:1-1426 [Reserved]

§ 12:1-1427 [Reserved]

§ 12:1-1428 [Reserved]

§ 12:1-1429 [Reserved]

SUBPART C JUDICIAL DISSOLUTION

§ 12:1-1430 Grounds for judicial dissolution

§ 12:1-1431 Procedure for judicial dissolution

§ 12:1-1432 Appointment of receiver or liquidator

§ 12:1-1433 Judgment of dissolution

§ 12:1-1434 Election to purchase in lieu of dissolution

§ 12:1-1435 Oppressed shareholder's right to withdraw

§ 12:1-1436 Judicial determination of fair value and payment terms for withdrawing shareholder's shares

§ 12:1-1437 Stay of duplicative proceedings

§ 12:1-1438 Conversion of oppression proceeding into court-supervised dissolution

SUBPART D TERMINATION AND REINSTATEMENT

§ 12:1-1440 Articles of termination

§ 12:1-1441 Simplified termination procedure for certain corporations

§ 12:1-1442 Administrative termination

§ 12:1-1443 Effective date and effects of termination

§ 12:1-1444 Reinstatement of terminated corporation

§ 12:1-1445 Appointment of liquidator for terminated corporation

PART 15 FOREIGN CORPORATIONS

§ 12:1-1446 - 1-1600 [Reserved.]

PART 16 RECORDS AND REPORTS

SUBPART A RECORDS

§ 12:1-1601 Corporate records

§ 12:1-1602 Inspection of records by shareholders

§ 12:1-1603 Scope of inspection right

§ 12:1-1604 Court-ordered inspection

§ 12:1-1605 Inspection of records by directors

§ 12:1-1606 Exception to notice requirement

SUBPART B REPORTS

§ 12:1-1620 Financial statements for shareholders

§ 12:1-1621 Annual report for secretary of state

§ 12:1-1622 Reporting obligation of corporation that contracts with the state

PART 17 TRANSITION PROVISIONS

§ 12:1-1701 Application to existing domestic corporations

§ 12:1-1702 Limited applicability to foreign corporations

§ 12:1-1703 Saving provisions

§ 12:1-1704 [Reserved.]

§ 12:1-1705 Transition rule for reinstatement of a corporation with a revoked charter

§ 12:2 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:2.1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:2.2 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART II INCORPORATION

§ 12:21 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:22 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:23 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:24 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:25 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:25.1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:26 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:27 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:28 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:29 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART III AMENDMENT AND RESTATEMENT OF ARTICLES

§ 12:31 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:32 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:33 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:34 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:35 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART IV CORPORATE POWERS

§ 12:41 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:42 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART V SHARES

§ 12:51 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:52 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:53 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:54 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:55 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:56 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:57 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:58 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:59 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART VI CAPITAL, SURPLUS, DIVIDENDS

§ 12:61 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:62 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:63 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART VII SHAREHOLDERS

§ 12:71 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:72 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:73 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:74 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:75 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:76 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:77 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:78 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:79 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART VIII DIRECTORS AND OFFICERS

§ 12:81 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:82 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:83 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:84 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART IX LIABILITY OF DIRECTORS, OFFICERS, SHAREHOLDERS AND SUBSCRIBERS

§ 12:91 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:92 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:93 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:94 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:95 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:96 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART X REPORTS, RECORDS, REGISTERED OFFICE AND AGENTS

§ 12:101 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:102 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:103 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:104 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XI MERGERS, CONSOLIDATIONS, AND SHARE EXCHANGES

§ 12:111 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:112 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:113 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:114 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:115 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:116 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:117 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XII TRANSFERS OF CORPORATE ASSETS

§ 12:121 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XIII DISSENTING SHAREHOLDERS' RIGHTS, FAIR PRICE PROTECTION, AND CONTROL SHARE ACQUISITION

§ 12:130 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:130.1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:130.2 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:131 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:132 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:133 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:134 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:135 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:136 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:137 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:138 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:139 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.2 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.3 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XIII-A FOREIGN CORPORATIONS

§ 12:140.11 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.12 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.13 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.14 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.15 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.16 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:140.17 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XIV DISSOLUTION

§ 12:141 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:142 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:142.1 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:143 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:144 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:145 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:146 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:147 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:148 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:149 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XV RECEIVERS

§ 12:151 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:152 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XVI OTHER PROCEEDINGS

§ 12:161 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:162 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:163 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:164 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:165 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

PART XVII GENERAL PROVISIONS

§ 12:171 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:172 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:173 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:174 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:175 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:176 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:177 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:178 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

CHAPTER 2 NONPROFIT CORPORATION LAW

§ 12:201 Terms defined

§ 12:202 Incorporation

§ 12:202.1 Limitation on formation; exceptions

§ 12:203 Articles of incorporation

§ 12:204 Corporate name

§ 12:204.1 Corporate name restrictions

§ 12:204.2 Naming of certain nonprofit corporations

§ 12:205 Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence

§ 12:205.1 Annual report to secretary of state

§ 12:206 Effect of filing or recording papers

§ 12:207 General powers

§ 12:208 Defense of ultra vires

§ 12:209 Corporations not required to be non-stock corporations

§ 12:210 Members, shareholders and certificates

§ 12:211 Subscriptions for shares

§ 12:212 Shareholders' preemptive rights

§ 12:213 Issuance of shares; consideration

§ 12:214 Reservation of shares

§ 12:215 Convertible securities and stock-purchase rights

§ 12:216 Redemption, purchase and cancellation of shares

§ 12:217 Classes and qualifications of membership

§ 12:218 Membership dues; assessments

§ 12:219 Liability of subscribers and members

§ 12:220 Reduction of membership below stated number

§ 12:221 Capital, surplus, allocation thereto, and increases and reductions thereof

§ 12:222 Bylaws

§ 12:223 Corporate records and reports

§ 12:224 Board of directors

§ 12:225 Officers and agents

§ 12:226 Relation of directors and officers to corporation and members; liability of officers and directors

§ 12:227 Indemnification of officers, directors, employees and agents; insurance

§ 12:228 Interested directors; quorum

§ 12:229 Meetings of members

§ 12:230 Notice of meetings of members

§ 12:231 Quorum of members

§ 12:232 Voting of members

§ 12:233 Unanimous consent

§ 12:234 Fixing record date

§ 12:235 Voting trusts

§ 12:236 Registered office and agent

§ 12:237 Amendment of articles generally

§ 12:237.1 Amendment of articles; special provision

§ 12:238 Articles of amendment; contents; filing

§ 12:239 Special amendment provisions

§ 12:239.1 Certificate of correction

§ 12:240 Reclassification of stock

§ 12:241 Restatement of articles

§ 12:242 Authorization for mergers and consolidations

§ 12:243 Merger or consolidation procedure

§ 12:244 Consolidation; articles of incorporation

§ 12:245 When merger or consolidation effective

§ 12:246 Effect of merger or consolidation

§ 12:247 Voluntary transfer of assets

§ 12:247.1 Change of jurisdiction of incorporation

§ 12:248 Rights of a shareholder dissenting from certain corporate actions

§ 12:249 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution

§ 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidators

§ 12:250.1 Dissolution by affidavit

§ 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator

§ 12:252 Qualifications of liquidator; filling vacancies in the office of liquidator

§ 12:253 Dissolution proceedings out of court; procedure; powers of liquidator

§ 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidator

§ 12:255 Claims against corporation in liquidation; peremption

§ 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

§ 12:257 Termination of proceedings for dissolution

§ 12:258 Appointment of receiver

§ 12:259 Receivership procedure; powers of receiver

§ 12:260 Compromise arrangements; reorganizations; approval and effect

§ 12:261 Reorganization under Act of Congress

§ 12:262 Action by the state to annul, vacate, or forfeit corporate franchise; suspension

§ 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state

§ 12:263 Fees

§ 12:264 Penalties

§ 12:265 Application to existing corporations

§ 12:266 Scope of Chapter

§ 12:267 Effect of invalidity of part of Chapter; severability

§ 12:268 Reservation of power

§ 12:269 Short title

CHAPTER 3 FOREIGN CORPORATION LAW

§ 12:301 Condition precedent to transacting business

§ 12:302 Acts not considered transacting business

§ 12:303 Name of authorized foreign corporation

§ 12:304 Application for certificate of authority

§ 12:305 Issuance of certificate of authority

§ 12:306 Effect of certificate of authority

§ 12:307 Amended certificate of authority

§ 12:307.1 Certificate of correction by a foreign corporation

§ 12:308 Registered agent; registered office; principal business establishment; keeping of records by foreign corporation

§ 12:309 Annual report

§ 12:310 Change of corporate name

§ 12:311 Merger, consolidation, or dissolution

§ 12:312 Withdrawal

§ 12:312.1 Termination of withdrawal proceedings

§ 12:313 Revocation of certificate of authority

§ 12:314 Transacting business without authority

§ 12:314.1 Authority to investigate; penalty

§ 12:315 §315. Repealed by Acts 2017, No. 367, §3.

§ 12:316 Fees

§ 12:317 Appointment of receiver

§ 12:318 Pre-filing procedure

§ 12:319 Definitions

§ 12:320 Application to authorized corporations

§ 12:321 Short title

CHAPTER 4 SPECIAL CORPORATIONS

PART I ELECTRIC COOPERATIVES

§ 12:401 Organization authorized

§ 12:402 Terms defined

§ 12:403 Powers

§ 12:404 Name

§ 12:405 Incorporators

§ 12:406 Articles of incorporation

§ 12:407 Bylaws

§ 12:408 Members

§ 12:409 Board of directors; elections

§ 12:410 Districts

§ 12:411 Officers

§ 12:412 Amendment of articles of incorporation

§ 12:413 Consolidation

§ 12:414 Merger

§ 12:415 Effect of consolidation or merger

§ 12:416 Conversion of existing corporations

§ 12:417 Initiative by members

§ 12:417.1 Corporate records; disclosure; right of members to inspect

§ 12:418 Dissolution

§ 12:419 Filing of articles

§ 12:420 Refunds to members

§ 12:421 Disposition of property

§ 12:422 Non-liability of members for debts of cooperative

§ 12:423 Recordation of mortgages and conveyances

§ 12:424 Waiver of notice

§ 12:425 Taxation

§ 12:426 Jurisdiction of the Public Service Commission

§ 12:427 Securities law exemption

§ 12:428 Acquisition of servitudes

§ 12:429 Construction

§ 12:430 Short title

§ 12:430.1 Cooperatives; provision of broadband services; servitudes

§ 12:430.2 Reporting on broadband high-speed internet access

PART I-A PARTICULAR ELECTRIC COOPERATIVES

§ 12:431 Repealed by Acts 2014, No. 132, §1, eff. May 22, 2014.

§ 12:431.1 Repealed by Acts 2014, No. 132, §1, eff. May 22, 2014.

PART II SEA FOOD MARKETING ASSOCIATIONS

§ 12:441 Sea Food Marketing Associations authorized

§ 12:442 Purpose of legislation

§ 12:443 Terms defined

§ 12:444 Persons who may organize

§ 12:445 Activities in which association may engage

§ 12:446 Powers of association

§ 12:447 Members

§ 12:448 Articles of association

§ 12:449 Amendments to articles of association

§ 12:450 Bylaws

§ 12:451 General and special meetings; how called

§ 12:452 Board of directors

§ 12:453 Election of officers

§ 12:454 Certificates of membership and shares of stock

§ 12:455 Removal of officer or director

§ 12:456 Referendum

§ 12:457 Marketing contract

§ 12:458 Breach of contract or of bylaws

§ 12:459 Acquisitions of business, etc., and payment therefor

§ 12:460 Conflicting laws not to apply

§ 12:461 Limitation of use of term "co-operative"

§ 12:462 Interest in other corporations or associations

§ 12:463 Contracts and agreements with other associations

§ 12:464 Existent associations may adopt the provisions of this Part

§ 12:465 How similar foreign associations may carry on business in Louisiana

§ 12:466 Breach of marketing contract and knowingly spreading false reports concerning finances and management

§ 12:467 Not in restraint of trade

§ 12:468 Repealed by Acts 1982, No. 526, §3, Aug. 11, 1982

§ 12:469 Filing fees

§ 12:470 Application of Chapter 1

§ 12:471 Short title

PART III ORTHODOX CHURCHES

§ 12:481 Application of Part

§ 12:482 Permission to incorporate

§ 12:483 Certificate of incorporation; form and contents

PART IV REAL ESTATE INVESTMENT TRUSTS

§ 12:491 Real estate investment trusts authorized and defined

§ 12:492 Qualification and restrictions and procedural rights

§ 12:493 Name of Part

PART V COOPERATIVE HOUSING CORPORATIONS

§ 12:499.1 Short title; purpose

§ 12:499.2 Application of chapter; amendment of articles of incorporation to comply with chapter

§ 12:499.3 Definitions

§ 12:499.4 Application of laws; conflict of laws

§ 12:499.5 Articles of organization

§ 12:499.6 Name

§ 12:499.7 Power to make, amend, or repeal by-laws

§ 12:499.8 Articles or by-laws

§ 12:499.9 Net savings; apportionment

§ 12:499.10 Termination of proprietary leases

§ 12:499.11 Loans

§ 12:499.12 Tax exemptions

§ 12:499.13 Homestead exemption

CHAPTER 5 LOUISIANA UNINCORPORATED ASSOCIATION ACT

§ 12:501 Definitions

§ 12:502 Supplementary general principles of law

§ 12:503 Territorial application

§ 12:504 Immovable and movable property; unincorporated association as legatee or beneficiary

§ 12:505 Statement of authority as to immovable property

§ 12:506 Liability in tort and contract

§ 12:507 Capacity to assert and defend; standing

§ 12:508 Effect of judgment or order

§ 12:509 Disposition of movable property of inactive unincorporated association

§ 12:510 Appointment of agent to receive service of process

§ 12:511 Claim not abated by change

§ 12:512 Dissolution of unincorporated association

§ 12:513 Involuntary proceedings for dissolution and appointment of liquidator

§ 12:514 Grounds for involuntary dissolution

§ 12:515 Continuation of purpose

§ 12:516 Disposition of assets

§ 12:517 Short title

§ 12:518 Uniformity of application and construction

§ 12:519 Severability clause

§ 12:520 Savings clause

CHAPTER 6 TRANSFER OF STOCK

PART I IN GENERAL

§ 12:601 Person in whose name certificate stands regarded as legal owner

§ 12:602 Authority to transfer stock

§ 12:603 Transfer to heirs or legatees of deceased stockholder; proof required

PART II UNIFORM STOCK TRANSFER LAW

§ 12:621 §§621 to 643 Repealed by Acts 1978, No. 165, §6, eff. Jan. 1, 1970

PART III CLEARING CORPORATIONS

§ 12:651 Repealed by Acts 1978, No. 165, §6, eff. Jan. 1, 1979

CHAPTER 7 FINANCING CORPORATE ACTIVITIES

§ 12:701 Borrowing money; issuance of bonds; security

§ 12:702 Mortgages executed by public utility corporations and cable television companies; description of property; recordation; effect

§ 12:703 Rate of interest paid by corporations

§ 12:704 Repealed by Acts 2001, No. 128, §18, eff. July 1, 2001.

CHAPTER 8 PROFESSIONAL LAW CORPORATIONS

§ 12:801 Terms defined

§ 12:802 Professional corporations

§ 12:803 The corporate name

§ 12:804 Corporate authority

§ 12:805 Shares

§ 12:806 Certificate of stock

§ 12:807 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:808 Action of shareholders

§ 12:809 Shareholders' agreements

§ 12:810 Directors

§ 12:811 Officers and agents

§ 12:812 Merger and consolidation

§ 12:813 Dissolution

§ 12:814 Certification of foreign professional law corporation

§ 12:815 Regulation by Supreme Court

§ 12:816 Short title

CHAPTER 9 PROFESSIONAL MEDICAL CORPORATIONS

§ 12:901 Terms defined

§ 12:902 Professional corporations

§ 12:903 The corporate name

§ 12:904 Corporate authority

§ 12:905 Shares

§ 12:906 Certificate of stock

§ 12:907 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:908 Action of shareholders

§ 12:909 Shareholders' agreements

§ 12:910 Directors

§ 12:911 Officers and agents

§ 12:912 Merger and consolidation

§ 12:913 Dissolution

§ 12:914 Regulation by Louisiana State Board of Medical Examiners

§ 12:915 Short title

CHAPTER 10 INDUSTRIAL OR ECONOMIC DEVELOPMENT CORPORATIONS

§ 12:951 Terms defined

§ 12:952 Incorporators; articles of incorporation; approval

§ 12:953 Powers

§ 12:954 Acquisition and disposition of securities; evidences of indebtedness; stock; loans from members

§ 12:955 Applications for membership; loans to corporation

§ 12:956 Duration of membership; notice of withdrawal

§ 12:957 Powers of stockholders and members; voting

§ 12:958 Amendment of articles; certification of amendment

§ 12:959 Officers; board of directors; responsibility for losses

§ 12:960 Retention of earned surplus

§ 12:961 Deposits

§ 12:962 Annual audit

§ 12:963 Initial meeting of incorporators; quorum

§ 12:964 Duration of corporation

§ 12:965 Dissolution; distribution of assets

§ 12:966 Pledge of state credit prohibited

§ 12:967 State development company; federal definition

§ 12:968 Tax exemptions, credits and privileges applicable

§ 12:969 License fees

§ 12:970 Fiscal year

§ 12:971 Applicability of Louisiana business corporation law

§ 12:972 Savings clause

CHAPTER 11 PROFESSIONAL DENTAL CORPORATIONS AND LIMITED LIABILITY COMPANIES

§ 12:981 Terms defined

§ 12:982 Professional corporations

§ 12:982.1 Professional limited liability companies

§ 12:983 Corporate and limited liability company name

§ 12:984 Corporate and limited liability company authority

§ 12:985 Shares

§ 12:985.1 Members

§ 12:986 Certificate of stock

§ 12:986.1 Membership interest

§ 12:987 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:987.1 Liability of holder of interest in a limited liability company

§ 12:988 Action of shareholders

§ 12:988.1 Action of holders of membership interest

§ 12:989 Shareholders' agreements

§ 12:989.1 Membership ownership agreements

§ 12:990 Directors

§ 12:991 Officers and agents

§ 12:992 Merger and consolidation

§ 12:993 Dissolution

§ 12:994 Regulation by Louisiana State Board of Dentistry

§ 12:995 Short title

CHAPTER 12 PROFESSIONAL ACCOUNTING CORPORATIONS

§ 12:1011 Terms defined

§ 12:1012 Professional corporations

§ 12:1013 The corporate name

§ 12:1014 Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.

§ 12:1015 Shares

§ 12:1016 Certificate of stock

§ 12:1017 Liability of incorporators, subscribers, shareholders, directors, officers, and agents

§ 12:1018 Actions of shareholders

§ 12:1019 Shareholders agreements

§ 12:1020 Directors

§ 12:1021 Officers and agents

§ 12:1022 Repealed by Acts 2000, 1st Ex. Sess., No. 30, §2, eff. April 14, 2000.

§ 12:1023 Dissolution

§ 12:1024 Regulation by state board of certified public accountants of Louisiana

§ 12:1025 Short title

CHAPTER 13 MISCELLANEOUS PROVISIONS APPLICABLE TO MORE THAN ONE KIND OF CORPORATION

§ 12:1041 Suppression of criminally operated businesses by domestic and foreign corporations; proceedings

§ 12:1042 Franchise agreements; provisions for dispute resolution

CHAPTER 14 PROFESSIONAL CHIROPRACTIC CORPORATIONS

§ 12:1051 Terms defined

§ 12:1052 Professional corporations

§ 12:1053 The corporate name

§ 12:1054 Corporate authority

§ 12:1055 Shares

§ 12:1056 Certificate of stock

§ 12:1057 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:1058 Action of shareholders

§ 12:1059 Shareholders' agreements

§ 12:1060 Directors

§ 12:1061 Officers and agents

§ 12:1062 Merger and consolidation

§ 12:1063 Dissolution

§ 12:1064 Regulation by Louisiana State Board of Chiropractic Examiners

§ 12:1065 Short title

CHAPTER 15 PROFESSIONAL NURSING CORPORATIONS

§ 12:1071 Terms defined

§ 12:1072 Professional corporations

§ 12:1073 The corporate name

§ 12:1074 Corporate authority

§ 12:1075 Shares

§ 12:1076 Certificate of stock

§ 12:1077 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:1078 Action of shareholders

§ 12:1079 Shareholders' agreements

§ 12:1080 Directors

§ 12:1081 Officers and agents

§ 12:1082 Merger and consolidation

§ 12:1083 Dissolution

§ 12:1084 Regulation by Louisiana State Board of Nursing

§ 12:1085 Short title

CHAPTER 16 PROFESSIONAL ARCHITECTURAL CORPORATIONS

§ 12:1086 Terms defined

§ 12:1087 Professional corporation

§ 12:1088 Corporate name

§ 12:1089 Corporate authority

§ 12:1090 Shares

§ 12:1091 Certificate of stock

§ 12:1092 Liability of incorporators, subscribers, shareholders, directors, officers, and agents

§ 12:1093 Action of shareholders

§ 12:1094 Shareholders' agreements

§ 12:1095 Directors

§ 12:1096 Officers

§ 12:1097 Contracts

§ 12:1098 Merger and consolidation

§ 12:1099 Dissolution

§ 12:1100 Regulation by Louisiana State Board of Architectural Examiners

§ 12:1101 Short title

CHAPTER 17 PROFESSIONAL OPTOMETRY CORPORATIONS

§ 12:1110 Terms defined

§ 12:1111 Professional corporations

§ 12:1112 Corporate name

§ 12:1113 Corporate authority

§ 12:1114 Shares

§ 12:1115 Certificate of stock

§ 12:1116 Liability of incorporators, subscribers, shareholders, directors, officers, or agents

§ 12:1117 Action of shareholders

§ 12:1118 Shareholders' agreements

§ 12:1119 Directors

§ 12:1120 Officers and agents

§ 12:1121 Merger and consolidation

§ 12:1122 Dissolution

§ 12:1123 Regulation by Louisiana State Board of Optometry

§ 12:1124 Short title

CHAPTER 18 PROFESSIONAL PSYCHOLOGY CORPORATIONS

§ 12:1130 Terms defined

§ 12:1131 Professional corporations

§ 12:1132 The corporate name

§ 12:1133 Corporate authority

§ 12:1134 Shares

§ 12:1135 Certificate of stock

§ 12:1136 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:1137 Action of shareholders

§ 12:1138 Shareholders' agreements

§ 12:1139 Directors

§ 12:1140 Officers and agents

§ 12:1141 Merger and consolidation

§ 12:1142 Dissolution

§ 12:1143 Regulation by the Louisiana State Board of Examiners of Psychologists

§ 12:1144 Short title

CHAPTER 19 PROFESSIONAL VETERINARY MEDICINE CORPORATIONS

§ 12:1151 Terms defined

§ 12:1152 Professional corporations

§ 12:1153 The corporate name

§ 12:1154 Corporate authority

§ 12:1155 Shares

§ 12:1156 Certificate of stock

§ 12:1157 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:1158 Action of shareholders

§ 12:1159 Shareholders' agreements

§ 12:1160 Directors

§ 12:1161 Officers and agents

§ 12:1162 Merger and consolidation

§ 12:1163 Dissolution

§ 12:1164 Regulation by Louisiana Board of Veterinary Medicine

§ 12:1165 Short title

CHAPTER 20 ARCHITECTURAL-ENGINEERING CORPORATIONS

§ 12:1171 Terms defined

§ 12:1172 Corporate name

§ 12:1173 Corporate authority

§ 12:1174 Directors, officers, and agents; liability

§ 12:1175 Shareholders' agreements

§ 12:1176 Directors

§ 12:1177 Officers

§ 12:1178 Contracts

§ 12:1179 Regulation

§ 12:1180 Compliance by existing corporation

§ 12:1181 Short title

CHAPTER 21 PROFESSIONAL OCCUPATIONAL THERAPY CORPORATIONS

§ 12:1190 Terms defined

§ 12:1191 Professional corporations

§ 12:1192 Corporate name

§ 12:1193 Corporate authority

§ 12:1194 Shares

§ 12:1195 Certificate of stock

§ 12:1196 Liability of incorporators, subscribers, shareholders, directors, officers, and agents

§ 12:1197 Action of shareholders

§ 12:1198 Shareholders' agreements

§ 12:1199 Directors

§ 12:1200 Officers and agents

§ 12:1201 Merger and consolidation

§ 12:1202 Dissolution

§ 12:1203 Regulation by Louisiana State Board of Medical Examiners

§ 12:1204 Short title

CHAPTER 22 LIMITED LIABILITY COMPANIES

PART I DEFINITIONS

§ 12:1301 Definitions

PART II FORMATION

§ 12:1302 Purpose

§ 12:1303 Powers

§ 12:1304 Formation

§ 12:1305 Articles of organization; initial report

§ 12:1306 Name

§ 12:1307 Reservation of name; transfer of reserved name

§ 12:1308 Registered office and registered agent

§ 12:1308.1 Annual report

§ 12:1308.2 Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state

§ 12:1308.3 Conversion of state of organization

§ 12:1309 Amendment of articles of organization

§ 12:1310 Certificates of correction

§ 12:1310.1 Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence

PART III MANAGEMENT AND MANAGEMENT RIGHTS OF MEMBERS

§ 12:1311 Management by members

§ 12:1312 Managers

§ 12:1313 Election and removal of managers

§ 12:1314 Duties of members and managers

§ 12:1315 Limitation of liability and indemnification of members and managers

§ 12:1316 Voting by managers

§ 12:1317 Agency power of managers or members

§ 12:1317.1 Company representation; state entities

§ 12:1318 Voting rights of members

§ 12:1319 Records and information

§ 12:1320 Liability to third parties of members and managers

PART IV FINANCE

§ 12:1321 Contributions to capital

§ 12:1322 Liability for contribution

§ 12:1323 Sharing of profits and losses

PART V DISTRIBUTIONS

§ 12:1324 Interim distributions

§ 12:1325 Distributions upon withdrawal

§ 12:1326 Distribution in kind

§ 12:1327 Restrictions on making distributions

§ 12:1328 Liability upon wrongful distribution

PART VI ASSIGNMENT OF MEMBERSHIP INTERESTS

§ 12:1329 Nature of membership interest

§ 12:1330 Assignment of membership interest

§ 12:1331 Rights of judgment creditor

§ 12:1332 Right of assignee to become a member

§ 12:1333 Powers of estate of a deceased or incompetent member

§ 12:1333.1 Single-member limited liability company; powers of the estate succession representative

PART VII DISSOLUTION

§ 12:1334 Dissolution

§ 12:1335 Judicial dissolution

§ 12:1335.1 Dissolution by affidavit

§ 12:1336 Winding up

§ 12:1337 Distribution of assets

§ 12:1338 Claims against limited liability company in liquidation; peremption

§ 12:1339 Articles of dissolution

§ 12:1340 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

§ 12:1341 Liability of members of dissolved limited liability companies

PART VIII FOREIGN LIMITED LIABILITY COMPANIES

§ 12:1342 Admission of foreign limited liability company

§ 12:1343 Transactions not constituting transacting business

§ 12:1344 Name of authorized foreign limited company

§ 12:1345 Application for certificate of authority

§ 12:1346 Issuance of certificate of authority

§ 12:1347 Effect of certificate of authority

§ 12:1348 Amended certificate of authority

§ 12:1349 Certificate of correction by a foreign limited liability company

§ 12:1350 Registered agent; registered office; principal business establishment; keeping of records by foreign limited liability company

§ 12:1350.1 Annual report

§ 12:1351 Withdrawal

§ 12:1352 Termination of withdrawal proceedings

§ 12:1353 Revocation or suspension of certificate of authority; limitation on authority to do business with the state

§ 12:1354 Transacting business without authority

§ 12:1355 Authority to investigate; penalty

§ 12:1356 Repealed by Acts 2017, No. 367, §3.

PART IX MERGER

§ 12:1357 Merger or consolidation

§ 12:1358 Agreement of merger or consolidation

§ 12:1359 Approval of merger or consolidation

§ 12:1360 Certificate of merger or consolidation

§ 12:1361 Effects of merger or consolidation

§ 12:1362 Merger or consolidation with foreign entity

PART X MISCELLANEOUS

§ 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the state

§ 12:1364 Filing, service, and copying fees

§ 12:1365 Derivative actions

§ 12:1366 Applicability of provisions to foreign and interstate commerce

§ 12:1367 Rules of construction

§ 12:1368 Taxation

§ 12:1369 Short title

§ 12:1370 Voting trusts

CHAPTER 23 PROFESSIONAL SOCIAL WORK CORPORATIONS

§ 12:1400 Terms defined

§ 12:1401 Professional corporations

§ 12:1402 The corporate name

§ 12:1403 Corporate authority

§ 12:1404 Shares

§ 12:1405 Certificate of stock

§ 12:1406 Liability of incorporators, subscribers, shareholders, directors, officers and agents

§ 12:1407 Action of shareholders

§ 12:1408 Shareholders' agreements

§ 12:1409 Directors

§ 12:1410 Officers and agents

§ 12:1411 Merger and consolidation

§ 12:1412 Dissolution

§ 12:1413 Regulation by the Louisiana State Board of Social Work Examiners

§ 12:1414 Short title

CHAPTER 24 PRESCRIPTIVE PERIODS APPLICABLE TO BUSINESS ORGANIZATIONS

§ 12:1501 Applicability

§ 12:1502 Actions against persons who control business organizations

CHAPTER 25 CONVERSIONS OF BUSINESS ORGANIZATIONS

§ 12:1601 Conversion of domestic business entities

§ 12:1602 Definitions

§ 12:1603 Tax filing requirements

§ 12:1604 Continuation and updating of professional or other license

§ 12:1605 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:1606 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

§ 12:1607 Repealed by Acts 2014, No. 328, §5, eff. Jan. 1, 2015.

CHAPTER 26 PROVISIONS APPLICABLE TO MORE THAN ONE KIND OF BUSINESS ORGANIZATION

§ 12:1701 Filing methods

§ 12:1702 Confidentiality of information

§ 12:1703 Electronic notification of status changes

§ 12:1704 Judicial review; removal of officers, members, managers, and partners

§ 12:1705 Business organizations; juridical personalities

CHAPTER 27 BENEFIT CORPORATIONS

PART I PRELIMINARY PROVISIONS

§ 12:1801 Short title

§ 12:1802 Application and effect of Chapter

§ 12:1803 Definitions

§ 12:1804 Election of status; corporate name

§ 12:1805 Termination of status

PART II CORPORATE PURPOSES

§ 12:1811 Corporate purposes

PART III ACCOUNTABILITY

§ 12:1821 Standard of conduct for directors

§ 12:1822 Benefit director

§ 12:1823 Standard of conduct for officers

§ 12:1824 Benefit officer

§ 12:1825 Right of action

PART IV TRANSPARENCY

§ 12:1831 Annual benefit report

§ 12:1832 Stock certificates

CHAPTER 28 LOUISIANA CHURCHES AND NONPROFIT RELIGIOUS ORGANIZATIONS SELF-INSURED FUND

§ 12:1851 Legislative finding; public purpose

§ 12:1852 Creation of fund

§ 12:1853 Authorization; requirements; regulation

§ 12:1854 Definitions

§ 12:1855 Agreement to pool liabilities; initial financial requirements

§ 12:1856 Requirements; excess insurance; administrative and service companies; status; liability; refunds

§ 12:1857 Investments

§ 12:1858 Authority of department

§ 12:1859 Licensing of agents; claims against insurance agents

§ 12:1860 Rates; filing; review of rate determination

§ 12:1861 Consecutive net losses

§ 12:1862 Insolvencies

§ 12:1863 Examination

§ 12:1864 Examination reports

§ 12:1865 Authorization of the department to employ investigators

§ 12:1866 Disclosure

§ 12:1867 Departmental complaint directives; failure to comply; fines; hearing

§ 12:1868 Dissolution

§ 12:1869 Exclusive use of information

§ 12:1870 Jurisdiction

Full text is available per section.