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Revised Statutes - Title 12
RS 12 TITLE 12.CORPORATIONS AND ASSOCIATIONS
RS 12:1 Terms defined
RS 12:1-101 Short title
RS 12:1-102 Reservation of power to amend or repeal
RS 12:1-120 Requirements for documents; extrinsic facts
RS 12:1-121 Forms
RS 12:1-122 Filing, service, and copying fees
RS 12:1-123 Effective time and date of document
RS 12:1-124 Correcting filed document
RS 12:1-125 Filing duty of secretary of state
RS 12:1-126 §1-126. Appeal from secretary of state's refusal to file document [Reserved.]
RS 12:1-127 Evidentiary effect of copy of filed document [Reserved.]
RS 12:1-128 Certificate of existence and standing
RS 12:1-129 Penalty for signing false document
RS 12:1-130 Powers [Reserved.]
RS 12:1-140 Definitions
RS 12:1-141 Notices and other communications
RS 12:1-142 Number of shareholders
RS 12:1-143 Qualified director
RS 12:1-144 Householding
RS 12:1-201 Incorporators
RS 12:1-202 Articles of incorporation and signed consent by agent to appointment
RS 12:1-203 Incorporation
RS 12:1-204 Liability for preincorporation transactions [Reserved.]
RS 12:1-205 Organization of corporation
RS 12:1-206 Bylaws
RS 12:1-207 Emergency bylaws
RS 12:1-301 Purposes
RS 12:1-302 General powers
RS 12:1-303 Emergency powers
RS 12:1-304 Ultra vires
RS 12:1-401 Corporate name
RS 12:1-402 Reserved name
RS 12:1-403 Registered name
RS 12:1-501 Registered office and registered agent
RS 12:1-502 Change of registered office or registered agent
RS 12:1-503 Resignation of registered agent
RS 12:1-504 Service on corporation
RS 12:1-601 Authorized shares
RS 12:1-602 Terms of class or series determined by board of directors
RS 12:1-603 Issued and outstanding shares
RS 12:1-604 Fractional shares
RS 12:1-620 Subscription for shares before incorporation
RS 12:1-621 Issuance of shares
RS 12:1-622 Liability of shareholders
RS 12:1-623 Share dividends
RS 12:1-624 Share options
RS 12:1-625 Form and content of certificates
RS 12:1-626 Shares without certificates
RS 12:1-627 Restriction on transfer of shares and other securities
RS 12:1-628 Expense of issue
RS 12:1-630 Shareholders' preemptive rights
RS 12:1-631 Corporation's acquisition of its own shares
RS 12:1-640 Distributions to shareholders
RS 12:1-701 Annual meeting
RS 12:1-702 Special meeting
RS 12:1-703 Court-ordered meeting
RS 12:1-704 Action without meeting
RS 12:1-705 Notice of meeting
RS 12:1-706 Waiver of notice
RS 12:1-707 Record date
RS 12:1-708 Conduct of the meeting
RS 12:1-709 Remote participation in annual and special meetings
RS 12:1-720 Shareholders' list for meeting
RS 12:1-721 Voting entitlement of shares
RS 12:1-722 Proxies
RS 12:1-723 Shares held by intermediaries and nominees
RS 12:1-724 Corporation's acceptance of votes
RS 12:1-725 Quorum and voting requirements for voting groups
RS 12:1-726 Action by single and multiple voting groups
RS 12:1-727 Greater quorum or voting requirements
RS 12:1-728 Quorum and voting for directors; cumulative voting
RS 12:1-729 Inspectors of election
RS 12:1-730 Voting trusts
RS 12:1-731 Voting agreements
RS 12:1-732 Unanimous governance agreements
RS 12:1-740 Subpart definitions
RS 12:1-741 Standing
RS 12:1-742 Demand
RS 12:1-742.1 Petition in derivative proceeding
RS 12:1-742.2 Jurisdiction over a director
RS 12:1-742.3 Venue in derivative proceeding
RS 12:1-743 Stay of proceedings
RS 12:1-744 Dismissal
RS 12:1-745 Discontinuance or settlement
RS 12:1-746 Payment of expenses
RS 12:1-747 Applicability to foreign corporations
RS 12:1-748 Shareholder action to appoint receiver
RS 12:1-801 Requirement for and functions of board of directors
RS 12:1-802 Qualifications of directors
RS 12:1-803 Number and election of directors
RS 12:1-804 Election of directors by certain classes of shareholders
RS 12:1-805 Terms of directors generally
RS 12:1-806 Staggered terms for directors
RS 12:1-807 Resignation of directors
RS 12:1-808 Removal of directors by shareholders
RS 12:1-809 §1-809. [Reserved]
RS 12:1-810 Vacancy on board
RS 12:1-811 Compensation of directors
RS 12:1-812 Director proxies
RS 12:1-820 Meetings
RS 12:1-821 Action without meeting
RS 12:1-822 Notice of meeting
RS 12:1-823 Waiver of notice
RS 12:1-824 Quorum and voting
RS 12:1-825 Committees
RS 12:1-826 Submission of matters for shareholder vote
RS 12:1-830 Standards of conduct for directors
RS 12:1-831 Standards of liability for directors
RS 12:1-832 Protection against monetary liability
RS 12:1-833 Directors' liability for unlawful distributions
RS 12:1-840 Officers
RS 12:1-841 Functions of officers
RS 12:1-842 Standards of conduct for officers
RS 12:1-843 Resignation and removal of officers
RS 12:1-844 Contract rights of officers
RS 12:1-850 Subpart definitions
RS 12:1-851 Permissible indemnification
RS 12:1-852 Mandatory indemnification
RS 12:1-853 Advance for expenses
RS 12:1-854 Court-ordered indemnification and advance for expenses
RS 12:1-855 Determination and authorization of indemnification
RS 12:1-856 Indemnification of officers
RS 12:1-857 Insurance
RS 12:1-858 Variation by corporate action; application of Subpart
RS 12:1-859 Exclusivity of Subpart
RS 12:1-860 Subpart definitions
RS 12:1-861 Judicial action
RS 12:1-862 Directors' action
RS 12:1-863 Shareholders' action
RS 12:1-870 Business opportunities
RS 12:1-901 Excluded transactions
RS 12:1-902 Required approvals [Reserved.]
RS 12:1-920 Domestication
RS 12:1-921 Action on a plan of domestication
RS 12:1-922 Articles of domestication
RS 12:1-923 Surrender of charter upon domestication
RS 12:1-924 Effect of domestication
RS 12:1-925 Abandonment of a domestication
RS 12:1-930 Nonprofit conversion
RS 12:1-931 Action on a plan of nonprofit conversion
RS 12:1-932 Articles of nonprofit conversion
RS 12:1-933 Surrender of charter upon foreign nonprofit conversion
RS 12:1-934 Effect of nonprofit conversion
RS 12:1-935 Abandonment of a nonprofit conversion
RS 12:1-940 Foreign nonprofit domestication and conversion
RS 12:1-941 Articles of nonprofit domestication and conversion
RS 12:1-942 Effect of foreign nonprofit domestication and conversion
RS 12:1-943 Abandonment of a foreign nonprofit domestication and conversion
RS 12:1-950 Entity conversion authorized; definitions
RS 12:1-951 Plan of entity conversion
RS 12:1-952 Action on a plan of entity conversion
RS 12:1-953 Articles of entity conversion
RS 12:1-954 Surrender of charter upon conversion
RS 12:1-955 Effect of entity conversion
RS 12:1-956 Abandonment of an entity conversion
RS 12:1-1001 Authority to amend
RS 12:1-1002 Amendment before issuance of shares
RS 12:1-1003 Amendment by board of directors and shareholders
RS 12:1-1004 Voting on amendments by voting groups
RS 12:1-1005 Amendment by board of directors
RS 12:1-1006 Articles of amendment
RS 12:1-1007 Restated articles of incorporation
RS 12:1-1008 Amendment pursuant to reorganization
RS 12:1-1009 Effect of amendment
RS 12:1-1020 Amendment by board of directors or shareholders
RS 12:1-1021 Bylaw increasing quorum or voting requirement for directors
RS 12:1-1022 Public corporation bylaw provisions relating to the election of directors
RS 12:1-1101 Definitions
RS 12:1-1102 Merger
RS 12:1-1103 Share exchange
RS 12:1-1104 Action on a plan of merger or share exchange
RS 12:1-1105 Merger between parent and subsidiary or between subsidiaries
RS 12:1-1106 Articles of merger or share exchange
RS 12:1-1107 Effect of merger or share exchange
RS 12:1-1108 Abandonment of a merger or share exchange
RS 12:1-1201 Disposition of assets not requiring shareholder approval
RS 12:1-1202 Shareholder approval of certain dispositions
RS 12:1-1301 Definitions
RS 12:1-1302 Right to appraisal
RS 12:1-1303 Assertion of rights by nominees and beneficial shareholders
RS 12:1-1320 Notice of appraisal rights
RS 12:1-1321 Notice of intent to demand appraisal and consequences of voting or consenting
RS 12:1-1322 Appraisal notice and form
RS 12:1-1323 Perfection of rights and right to withdraw
RS 12:1-1324 Payment
RS 12:1-1325 After-acquired shares
RS 12:1-1326 Procedure if shareholder dissatisfied with payment or offer
RS 12:1-1330 Court action
RS 12:1-1331 Court costs and expenses
RS 12:1-1340 Other remedies limited
RS 12:1-1401 [Reserved.]
RS 12:1-1402 Dissolution by board of directors and shareholders
RS 12:1-1403 Articles of dissolution
RS 12:1-1404 Revocation of dissolution
RS 12:1-1405 Effect of dissolution
RS 12:1-1406 Known claims against dissolved corporation
RS 12:1-1407 Other claims against dissolved corporation
RS 12:1-1408 Court proceedings
RS 12:1-1409 Responsibility of the board of directors
RS 12:1-1410 Certain sections in Subpart A applicable to all dissolved corporations
RS 12:1-1411 §§1-1411 – 1-1429 [Reserved]
RS 12:1-1412 §12:1-1412
RS 12:1-1413 §12:1-1413 [Reserved]
RS 12:1-1414 §12:1-1414 [Reserved]
RS 12:1-1415 §12:1-1415 [Reserved]
RS 12:1-1416 §12:1-1416 [Reserved]
RS 12:1-1417 §12:1-1417 [Reserved]
RS 12:1-1418 §12:1-1418 [Reserved]
RS 12:1-1419 §12:1-1419 [Reserved]
RS 12:1-1420 §12:1-1420 [Reserved]
RS 12:1-1421 §12:1-1421 [Reserved]
RS 12:1-1422 §12:1-1422 [Reserved]
RS 12:1-1423 §12:1-1423 [Reserved]
RS 12:1-1424 §12:1-1424 [Reserved]
RS 12:1-1425 §12:1-1425 [Reserved]
RS 12:1-1426 §12:1-1426 [Reserved]
RS 12:1-1427 §12:1-1427 [Reserved]
RS 12:1-1428 §12:1-1428 [Reserved]
RS 12:1-1429 §12:1-1429 [Reserved]
RS 12:1-1430 Grounds for judicial dissolution
RS 12:1-1431 Procedure for judicial dissolution
RS 12:1-1432 Appointment of receiver or liquidator
RS 12:1-1433 Judgment of dissolution
RS 12:1-1434 Election to purchase in lieu of dissolution
RS 12:1-1435 Oppressed shareholder's right to withdraw
RS 12:1-1436 Judicial determination of fair value and payment terms for withdrawing shareholder's shares
RS 12:1-1437 Stay of duplicative proceedings
RS 12:1-1438 Conversion of oppression proceeding into court-supervised dissolution
RS 12:1-1440 Articles of termination
RS 12:1-1441 Simplified termination procedure for certain corporations
RS 12:1-1442 Administrative termination
RS 12:1-1443 Effective date and effects of termination
RS 12:1-1444 Reinstatement of terminated corporation
RS 12:1-1445 Appointment of liquidator for terminated corporation
RS 12:1-1446 PART 15. FOREIGN CORPORATIONS §§1-1446 - 1-1600 [Reserved.]
RS 12:1-1601 Corporate records
RS 12:1-1602 Inspection of records by shareholders
RS 12:1-1603 Scope of inspection right
RS 12:1-1604 Court-ordered inspection
RS 12:1-1605 Inspection of records by directors
RS 12:1-1606 Exception to notice requirement
RS 12:1-1620 Financial statements for shareholders
RS 12:1-1621 Annual report for secretary of state
RS 12:1-1622 Reporting obligation of corporation that contracts with the state
RS 12:1-1701 Application to existing domestic corporations
RS 12:1-1702 Limited applicability to foreign corporations
RS 12:1-1703 Saving provisions
RS 12:1-1704 [Reserved.]
RS 12:1-1705 Transition rule for reinstatement of a corporation with a revoked charter
RS 12:2 Filing methods
RS 12:2.1 Electronic mail addresses and short message service numbers; confidentiality
RS 12:2.2 Electronic notification of status changes
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 Repealed by Acts 2014, No. 132, §1, eff. May 22, 2014.
RS 12:431.1 Repealed by Acts 2014, No. 132, §1, eff. May 22, 2014.
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 Nursing
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 Board of Veterinary Medicine
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 12:1308.3 Conversion of state of organization
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 Repealed by Acts 2017, No. 367, §3.
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 12:1370 Voting trusts
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 Social Work Examiners
RS 12:1414 Short title
RS 12:1501 Applicability
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
RS 12:1701 Filing Methods
RS 12:1702 Electronic mail addresses and short message service numbers; confidentiality
RS 12:1703 Electronic notification of status changes
RS 12:1704 Judicial review; removal of officers, members, managers, and partners
RS 12:1801 Short title
RS 12:1802 Application and effect of Chapter
RS 12:1803 Definitions
RS 12:1804 Election of status; corporate name
RS 12:1805 Termination of status
RS 12:1811 Corporate purposes
RS 12:1821 Standard of conduct for directors
RS 12:1822 Benefit director
RS 12:1823 Standard of conduct for officers
RS 12:1824 Benefit officer
RS 12:1825 Right of action
RS 12:1831 Annual benefit report
RS 12:1832 Stock certificates





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