Skip Navigation Links
      RS 12:257     


§257. Termination of proceedings for dissolution

            A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.

            B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.

            (2) The secretary of state may prescribe and furnish forms for the certificate.

            (3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.

            C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.

            D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.

            Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

If you experience any technical difficulties navigating this website, click here to contact the webmaster.
P.O. Box 94062 (900 North Third Street) Baton Rouge, Louisiana 70804-9062