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RS 12
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TITLE 12.CORPORATIONS AND ASSOCIATIONS
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RS 12:1
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Terms defined
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RS 12:1-101
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Short title
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RS 12:1-102
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Reservation of power to amend or repeal
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RS 12:1-120
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Requirements for documents; extrinsic facts
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RS 12:1-121
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Forms
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RS 12:1-122
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Filing, service, and copying fees
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RS 12:1-123
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Effective time and date of document
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RS 12:1-124
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Correcting filed document
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RS 12:1-125
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Filing duty of secretary of state
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RS 12:1-126
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ยง1-126. Appeal from secretary of state's refusal to file document
[Reserved.]
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RS 12:1-127
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Evidentiary effect of copy of filed document
[Reserved.]
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RS 12:1-128
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Certificate of existence and standing
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RS 12:1-129
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Penalty for signing false document
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RS 12:1-130
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Powers
[Reserved.]
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RS 12:1-140
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Definitions
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RS 12:1-141
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Notices and other communications
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RS 12:1-142
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Number of shareholders
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RS 12:1-143
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Qualified director
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RS 12:1-144
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Householding
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RS 12:1-201
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Incorporators
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RS 12:1-202
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Articles of incorporation and signed consent by agent to appointment
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RS 12:1-203
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Incorporation
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RS 12:1-204
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Liability for preincorporation transactions
[Reserved.]
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RS 12:1-205
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Organization of corporation
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RS 12:1-206
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Bylaws
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RS 12:1-207
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Emergency bylaws
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RS 12:1-301
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Purposes
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RS 12:1-302
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General powers
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RS 12:1-303
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Emergency powers
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RS 12:1-304
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Ultra vires
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RS 12:1-401
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Corporate name
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RS 12:1-402
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Reserved name
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RS 12:1-403
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Registered name
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RS 12:1-501
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Registered office and registered agent
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RS 12:1-502
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Change of registered office or registered agent
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RS 12:1-503
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Resignation of registered agent
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RS 12:1-504
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Service on corporation
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RS 12:1-601
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Authorized shares
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RS 12:1-602
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Terms of class or series determined by board of directors
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RS 12:1-603
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Issued and outstanding shares
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RS 12:1-604
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Fractional shares
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RS 12:1-620
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Subscription for shares before incorporation
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RS 12:1-621
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Issuance of shares
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RS 12:1-622
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Liability of shareholders
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RS 12:1-623
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Share dividends
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RS 12:1-624
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Share options
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RS 12:1-625
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Form and content of certificates
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RS 12:1-626
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Shares without certificates
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RS 12:1-627
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Restriction on transfer of shares and other securities
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RS 12:1-628
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Expense of issue
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RS 12:1-630
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Shareholders' preemptive rights
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RS 12:1-631
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Corporation's acquisition of its own shares
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RS 12:1-640
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Distributions to shareholders
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RS 12:1-701
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Annual meeting
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RS 12:1-702
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Special meeting
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RS 12:1-703
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Court-ordered meeting
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RS 12:1-704
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Action without meeting
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RS 12:1-705
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Notice of meeting
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RS 12:1-706
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Waiver of notice
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RS 12:1-707
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Record date
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RS 12:1-708
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Conduct of the meeting
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RS 12:1-709
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Remote participation in annual and special meetings
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RS 12:1-720
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Shareholders' list for meeting
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RS 12:1-721
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Voting entitlement of shares
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RS 12:1-722
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Proxies
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RS 12:1-723
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Shares held by intermediaries and nominees
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RS 12:1-724
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Corporation's acceptance of votes
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RS 12:1-725
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Quorum and voting requirements for voting groups
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RS 12:1-726
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Action by single and multiple voting groups
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RS 12:1-727
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Greater quorum or voting requirements
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RS 12:1-728
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Quorum and voting for directors; cumulative voting
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RS 12:1-729
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Inspectors of election
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RS 12:1-730
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Voting trusts
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RS 12:1-731
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Voting agreements
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RS 12:1-732
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Unanimous governance agreements
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RS 12:1-740
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Subpart definitions
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RS 12:1-741
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Standing
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RS 12:1-742
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Demand
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RS 12:1-742.1
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Petition in derivative proceeding
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RS 12:1-742.2
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Jurisdiction over a director
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RS 12:1-742.3
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Venue in derivative proceeding
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RS 12:1-743
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Stay of proceedings
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RS 12:1-744
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Dismissal
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RS 12:1-745
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Discontinuance or settlement
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RS 12:1-746
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Payment of expenses
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RS 12:1-747
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Applicability to foreign corporations
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RS 12:1-748
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Shareholder action to appoint receiver
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RS 12:1-801
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Requirement for and functions of board of directors
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RS 12:1-802
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Qualifications of directors
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RS 12:1-803
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Number and election of directors
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RS 12:1-804
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Election of directors by certain classes of shareholders
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RS 12:1-805
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Terms of directors generally
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RS 12:1-806
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Staggered terms for directors
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RS 12:1-807
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Resignation of directors
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RS 12:1-808
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Removal of directors by shareholders
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RS 12:1-809
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ยง1-809. [Reserved]
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RS 12:1-810
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Vacancy on board
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RS 12:1-811
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Compensation of directors
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RS 12:1-812
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Director proxies
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RS 12:1-820
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Meetings
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RS 12:1-821
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Action without meeting
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RS 12:1-822
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Notice of meeting
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RS 12:1-823
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Waiver of notice
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RS 12:1-824
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Quorum and voting
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RS 12:1-825
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Committees
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RS 12:1-826
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Submission of matters for shareholder vote
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RS 12:1-830
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Standards of conduct for directors
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RS 12:1-831
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Standards of liability for directors
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RS 12:1-832
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Protection against monetary liability
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RS 12:1-833
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Directors' liability for unlawful distributions
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RS 12:1-840
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Officers
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RS 12:1-841
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Functions of officers
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RS 12:1-842
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Standards of conduct for officers
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RS 12:1-843
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Resignation and removal of officers
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RS 12:1-844
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Contract rights of officers
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RS 12:1-850
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Subpart definitions
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RS 12:1-851
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Permissible indemnification
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RS 12:1-852
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Mandatory indemnification
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RS 12:1-853
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Advance for expenses
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RS 12:1-854
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Court-ordered indemnification and advance for expenses
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RS 12:1-855
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Determination and authorization of indemnification
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RS 12:1-856
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Indemnification of officers
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RS 12:1-857
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Insurance
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RS 12:1-858
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Variation by corporate action; application of Subpart
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RS 12:1-859
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Exclusivity of Subpart
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RS 12:1-860
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Subpart definitions
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RS 12:1-861
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Judicial action
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RS 12:1-862
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Directors' action
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RS 12:1-863
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Shareholders' action
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RS 12:1-870
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Business opportunities
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RS 12:1-901
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Excluded transactions
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RS 12:1-902
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Required approvals
[Reserved.]
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RS 12:1-920
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Domestication
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RS 12:1-921
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Action on a plan of domestication
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RS 12:1-922
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Articles of domestication
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RS 12:1-923
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Surrender of charter upon domestication
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RS 12:1-924
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Effect of domestication
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RS 12:1-925
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Abandonment of a domestication
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RS 12:1-930
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Nonprofit conversion
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RS 12:1-931
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Action on a plan of nonprofit conversion
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RS 12:1-932
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Articles of nonprofit conversion
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RS 12:1-933
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Surrender of charter upon foreign nonprofit conversion
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RS 12:1-934
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Effect of nonprofit conversion
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RS 12:1-935
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Abandonment of a nonprofit conversion
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RS 12:1-940
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Foreign nonprofit domestication and conversion
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RS 12:1-941
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Articles of nonprofit domestication and conversion
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RS 12:1-942
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Effect of foreign nonprofit domestication and conversion
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RS 12:1-943
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Abandonment of a foreign nonprofit domestication and conversion
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RS 12:1-950
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Entity conversion authorized; definitions
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RS 12:1-951
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Plan of entity conversion
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RS 12:1-952
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Action on a plan of entity conversion
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RS 12:1-953
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Articles of entity conversion
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RS 12:1-954
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Surrender of charter upon conversion
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RS 12:1-955
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Effect of entity conversion
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RS 12:1-956
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Abandonment of an entity conversion
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RS 12:1-1001
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Authority to amend
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RS 12:1-1002
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Amendment before issuance of shares
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RS 12:1-1003
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Amendment by board of directors and shareholders
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RS 12:1-1004
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Voting on amendments by voting groups
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RS 12:1-1005
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Amendment by board of directors
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RS 12:1-1006
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Articles of amendment
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RS 12:1-1007
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Restated articles of incorporation
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RS 12:1-1008
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Amendment pursuant to reorganization
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RS 12:1-1009
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Effect of amendment
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RS 12:1-1020
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Amendment by board of directors or shareholders
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RS 12:1-1021
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Bylaw increasing quorum or voting requirement for directors
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RS 12:1-1022
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Public corporation bylaw provisions relating to the election of directors
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RS 12:1-1101
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Definitions
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RS 12:1-1102
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Merger
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RS 12:1-1103
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Share exchange
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RS 12:1-1104
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Action on a plan of merger or share exchange
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RS 12:1-1105
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Merger between parent and subsidiary or between subsidiaries
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RS 12:1-1106
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Articles of merger or share exchange
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RS 12:1-1107
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Effect of merger or share exchange
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RS 12:1-1108
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Abandonment of a merger or share exchange
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RS 12:1-1201
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Disposition of assets not requiring shareholder approval
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RS 12:1-1202
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Shareholder approval of certain dispositions
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RS 12:1-1301
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Definitions
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RS 12:1-1302
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Right to appraisal
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RS 12:1-1303
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Assertion of rights by nominees and beneficial shareholders
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RS 12:1-1320
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Notice of appraisal rights
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RS 12:1-1321
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Notice of intent to demand appraisal and consequences of voting or consenting
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RS 12:1-1322
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Appraisal notice and form
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RS 12:1-1323
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Perfection of rights and right to withdraw
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RS 12:1-1324
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Payment
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RS 12:1-1325
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After-acquired shares
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RS 12:1-1326
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Procedure if shareholder dissatisfied with payment or offer
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RS 12:1-1330
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Court action
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RS 12:1-1331
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Court costs and expenses
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RS 12:1-1340
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Other remedies limited
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RS 12:1-1401
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[Reserved.]
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RS 12:1-1402
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Dissolution by board of directors and shareholders
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RS 12:1-1403
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Articles of dissolution
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RS 12:1-1404
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Revocation of dissolution
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RS 12:1-1405
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Effect of dissolution
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RS 12:1-1406
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Known claims against dissolved corporation
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RS 12:1-1407
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Other claims against dissolved corporation
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RS 12:1-1408
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Court proceedings
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RS 12:1-1409
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Responsibility of the board of directors
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RS 12:1-1410
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Certain sections in Subpart A applicable to all dissolved corporations
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RS 12:1-1411
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ยงยง1-1411 โ 1-1429 [Reserved]
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RS 12:1-1412
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ยง12:1-1412
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RS 12:1-1413
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ยง12:1-1413 [Reserved]
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RS 12:1-1414
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ยง12:1-1414 [Reserved]
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RS 12:1-1415
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ยง12:1-1415 [Reserved]
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RS 12:1-1416
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ยง12:1-1416 [Reserved]
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RS 12:1-1417
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ยง12:1-1417 [Reserved]
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RS 12:1-1418
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ยง12:1-1418 [Reserved]
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RS 12:1-1419
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ยง12:1-1419 [Reserved]
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RS 12:1-1420
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ยง12:1-1420 [Reserved]
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RS 12:1-1421
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ยง12:1-1421 [Reserved]
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RS 12:1-1422
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ยง12:1-1422 [Reserved]
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RS 12:1-1423
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ยง12:1-1423 [Reserved]
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RS 12:1-1424
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ยง12:1-1424 [Reserved]
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RS 12:1-1425
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ยง12:1-1425 [Reserved]
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RS 12:1-1426
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ยง12:1-1426 [Reserved]
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RS 12:1-1427
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ยง12:1-1427 [Reserved]
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RS 12:1-1428
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ยง12:1-1428 [Reserved]
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RS 12:1-1429
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ยง12:1-1429 [Reserved]
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RS 12:1-1430
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Grounds for judicial dissolution
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RS 12:1-1431
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Procedure for judicial dissolution
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RS 12:1-1432
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Appointment of receiver or liquidator
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RS 12:1-1433
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Judgment of dissolution
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RS 12:1-1434
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Election to purchase in lieu of dissolution
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RS 12:1-1435
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Oppressed shareholder's right to withdraw
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RS 12:1-1436
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Judicial determination of fair value and payment terms for withdrawing shareholder's shares
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RS 12:1-1437
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Stay of duplicative proceedings
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RS 12:1-1438
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Conversion of oppression proceeding into court-supervised dissolution
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RS 12:1-1440
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Articles of termination
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RS 12:1-1441
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Simplified termination procedure for certain corporations
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RS 12:1-1442
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Administrative termination
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RS 12:1-1443
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Effective date and effects of termination
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RS 12:1-1444
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Reinstatement of terminated corporation
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RS 12:1-1445
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Appointment of liquidator for terminated corporation
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RS 12:1-1446
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PART 15. FOREIGN CORPORATIONS
ยงยง1-1446 - 1-1600 [Reserved.]
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RS 12:1-1601
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Corporate records
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RS 12:1-1602
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Inspection of records by shareholders
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RS 12:1-1603
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Scope of inspection right
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RS 12:1-1604
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Court-ordered inspection
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RS 12:1-1605
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Inspection of records by directors
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RS 12:1-1606
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Exception to notice requirement
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RS 12:1-1620
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Financial statements for shareholders
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RS 12:1-1621
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Annual report for secretary of state
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RS 12:1-1622
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Reporting obligation of corporation that contracts with the state
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RS 12:1-1701
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Application to existing domestic corporations
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RS 12:1-1702
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Limited applicability to foreign corporations
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RS 12:1-1703
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Saving provisions
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RS 12:1-1704
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[Reserved.]
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RS 12:1-1705
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Transition rule for reinstatement of a corporation with a revoked charter
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RS 12:2
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Filing methods
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RS 12:2.1
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Electronic mail addresses and short message service numbers; confidentiality
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RS 12:2.2
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Electronic notification of status changes
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RS 12:21
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Incorporators
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RS 12:22
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Purposes
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RS 12:23
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Corporate name; reservation of name
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RS 12:24
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Articles of incorporation
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RS 12:25
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Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence
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RS 12:25.1
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Acquisition of immovable property prior to incorporation; retroactivity of corporate existence
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RS 12:26
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Condition precedent to beginning business
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RS 12:27
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Expenses of organization, reorganization and financing
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RS 12:28
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By-laws
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RS 12:29
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Shareholders' agreements
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RS 12:31
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Method of amending articles generally
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RS 12:32
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Articles of amendment, contents and filing
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RS 12:33
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Special amendment provisions
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RS 12:34
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Restatement of articles
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RS 12:35
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Certificate of correction
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RS 12:41
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General powers
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RS 12:42
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Defense of ultra vires
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RS 12:51
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Classes of shares; fractional shares
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RS 12:52
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Issuance of shares; consideration
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RS 12:53
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Reservation of shares
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RS 12:54
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Reclassification of stock
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RS 12:55
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Redemption, purchase and cancellation of shares
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RS 12:56
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Convertible securities and stock-purchase rights
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RS 12:57
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Certificates of stock
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RS 12:58
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Transfer of shares
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RS 12:59
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Restriction on transfer of shares and other securities
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RS 12:61
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Allocation to capital and surplus, and increases and reductions thereof
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RS 12:62
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Surplus
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RS 12:63
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Dividends
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RS 12:71
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Subscriptions for shares
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RS 12:72
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Shareholders' preemptive rights
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RS 12:73
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Shareholders' meetings
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RS 12:74
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Quorum
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RS 12:75
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Voting of shareholders and bondholders
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RS 12:76
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Consent of shareholders
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RS 12:77
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Fixing record date
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RS 12:78
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Voting trusts
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RS 12:79
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Registered holder of shares
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RS 12:81
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Directors
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RS 12:82
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Officers and agents
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RS 12:83
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Indemnification of officers, directors, employees, and agents; insurance
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RS 12:84
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Interested directors; quorum
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RS 12:91
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Relation of directors and officers to corporation and shareholders
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RS 12:92
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Liability of directors and officers
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RS 12:93
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Liability of subscribers and shareholders
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RS 12:94
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Directors or shareholders not participating in unlawful act
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RS 12:95
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Actions for fraud
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RS 12:96
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Actions against directors and officers
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RS 12:101
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Initial report
|
RS 12:102
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Annual report
|
RS 12:103
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Corporate records; right of shareholder to inspect
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RS 12:104
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Registered office and registered agent for service of process
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RS 12:111
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Authorization for mergers, consolidations, and share exchanges
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RS 12:112
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Merger or consolidation procedure
|
RS 12:113
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Consolidation; articles of incorporation
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RS 12:114
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When merger or consolidation effective
|
RS 12:115
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Effect of merger or consolidation
|
RS 12:116
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Share exchange
|
RS 12:117
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Merger or consolidation of corporation and limited liability company, partnership, or limited partnership
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RS 12:121
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Voluntary transfer of corporate assets
|
RS 12:130
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Definitions
|
RS 12:130.1
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Standard of care; review
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RS 12:130.2
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Intentional misconduct; injunctive relief; civil penalty
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RS 12:131
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Rights of a shareholder dissenting from certain corporate actions
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RS 12:132
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Definitions
|
RS 12:133
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Vote required in business combinations
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RS 12:134
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When voting requirements not applicable
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RS 12:135
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Definitions
|
RS 12:136
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Law applicable to control share voting rights
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RS 12:137
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Notice of control share acquisition
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RS 12:138
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Shareholder meeting to determine control share voting rights
|
RS 12:139
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Notice of shareholder meeting
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RS 12:140
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Resolution granting control share voting rights
|
RS 12:140.1
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Redemption of control shares
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RS 12:140.2
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Rights of dissenting shareholders
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RS 12:140.3
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Corporate representation; state entities
|
RS 12:140.11
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Definitions
|
RS 12:140.12
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Applicability
|
RS 12:140.13
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Notice of control share acquisition
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RS 12:140.14
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Shareholder meeting to determine control share voting rights
|
RS 12:140.15
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Notice of shareholder meeting
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RS 12:140.16
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Resolution granting control share voting rights
|
RS 12:140.17
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Conflict of laws
|
RS 12:141
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Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
|
RS 12:142
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Voluntary proceedings for dissolution; authorization; appointment of liquidators
|
RS 12:142.1
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Dissolution by affidavit
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RS 12:143
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Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
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RS 12:144
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Qualifications of liquidator; filling vacancies in the office of liquidator
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RS 12:145
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Dissolution out of court; procedure; powers of liquidator
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RS 12:146
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Dissolution proceedings under judicial supervision; procedure; powers of liquidator
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RS 12:147
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Claims against corporation in liquidation; peremption
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RS 12:148
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Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
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RS 12:149
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Termination of proceedings for dissolution
|
RS 12:151
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Appointment of receiver
|
RS 12:152
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Procedure; powers of receiver
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RS 12:161
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Compromise arrangements; reorganizations; approval and effect
|
RS 12:162
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Reorganization under Act of Congress
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RS 12:163
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Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the state
|
RS 12:164
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Change of jurisdiction of incorporation
|
RS 12:165
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Nonprofit corporation; reincorporation as a business corporation
|
RS 12:171
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Fees
|
RS 12:172
|
Penalties
|
RS 12:173
|
Application to existing corporations
|
RS 12:174
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Monopolies and restraints of trade
|
RS 12:175
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Chapter inapplicable to foreign corporations
|
RS 12:176
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Effect of invalidity of part of chapter; severability
|
RS 12:177
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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
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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 12:430.1
|
Cooperatives; provision of broadband services; servitudes
|
RS 12:430.2
|
Reporting on broadband high-speed internet access
|
RS 12:431
|
Repealed by Acts 2014, No. 132, ยง1, eff. May 22, 2014.
|
RS 12:431.1
|
Repealed by Acts 2014, No. 132, ยง1, 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
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RS 12:1193
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Corporate authority
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RS 12:1194
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Shares
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RS 12:1195
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Certificate of stock
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RS 12:1196
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Liability of incorporators, subscribers, shareholders, directors, officers, and agents
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RS 12:1197
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Action of shareholders
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RS 12:1198
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Shareholders' agreements
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RS 12:1199
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Directors
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RS 12:1200
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Officers and agents
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RS 12:1201
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Merger and consolidation
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RS 12:1202
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Dissolution
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RS 12:1203
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Regulation by Louisiana State Board of Medical Examiners
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RS 12:1204
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Short title
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RS 12:1301
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Definitions
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RS 12:1302
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Purpose
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RS 12:1303
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Powers
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RS 12:1304
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Formation
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RS 12:1305
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Articles of organization; initial report
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RS 12:1306
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Name
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RS 12:1307
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Reservation of name; transfer of reserved name
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RS 12:1308
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Registered office and registered agent
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RS 12:1308.1
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Annual report
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RS 12:1308.2
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Failure to file annual report; revocation and reinstatement of articles; limitation on authority to do business with the state
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RS 12:1308.3
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Conversion of state of organization
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RS 12:1309
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Amendment of articles of organization
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RS 12:1310
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Certificates of correction
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RS 12:1310.1
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Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
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RS 12:1311
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Management by members
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RS 12:1312
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Managers
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RS 12:1313
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Election and removal of managers
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RS 12:1314
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Duties of members and managers
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RS 12:1315
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Limitation of liability and indemnification of members and managers
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RS 12:1316
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Voting by managers
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RS 12:1317
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Agency power of managers or members
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RS 12:1317.1
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Company representation; state entities
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RS 12:1318
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Voting rights of members
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RS 12:1319
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Records and information
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RS 12:1320
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Liability to third parties of members and managers
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RS 12:1321
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Contributions to capital
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RS 12:1322
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Liability for contribution
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RS 12:1323
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Sharing of profits and losses
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RS 12:1324
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Interim distributions
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RS 12:1325
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Distributions upon withdrawal
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RS 12:1326
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Distribution in kind
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RS 12:1327
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Restrictions on making distributions
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RS 12:1328
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Liability upon wrongful distribution
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RS 12:1329
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Nature of membership interest
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RS 12:1330
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Assignment of membership interest
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RS 12:1331
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Rights of judgment creditor
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RS 12:1332
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Right of assignee to become a member
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RS 12:1333
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Powers of estate of a deceased or incompetent member
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RS 12:1333.1
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Single-member limited liability company; powers of the estate succession representative
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RS 12:1334
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Dissolution
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RS 12:1335
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Judicial dissolution
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RS 12:1335.1
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Dissolution by affidavit
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RS 12:1336
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Winding up
|
RS 12:1337
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Distribution of assets
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RS 12:1338
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Claims against limited liability company in liquidation; peremption
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RS 12:1339
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Articles of dissolution
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RS 12:1340
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Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
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RS 12:1341
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Liability of members of dissolved limited liability companies
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RS 12:1342
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Admission of foreign limited liability company
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RS 12:1343
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Transactions not constituting transacting business
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RS 12:1344
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Name of authorized foreign limited company
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RS 12:1345
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Application for certificate of authority
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RS 12:1346
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Issuance of certificate of authority
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RS 12:1347
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Effect of certificate of authority
|
RS 12:1348
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Amended certificate of authority
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RS 12:1349
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Certificate of correction by a foreign limited liability company
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RS 12:1350
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Registered agent; registered office and principal business establishment; keeping of records by foreign limited liability company
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RS 12:1350.1
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Annual report
|
RS 12:1351
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Withdrawal
|
RS 12:1352
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Termination of withdrawal proceedings
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RS 12:1353
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Revocation or suspension of certificate of authority; limitation on authority to do business with the state
|
RS 12:1354
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Transacting business without authority
|
RS 12:1355
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Authority to investigate; penalty
|
RS 12:1356
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Repealed by Acts 2017, No. 367, ยง3.
|
RS 12:1357
|
Merger or consolidation
|
RS 12:1358
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Agreement of merger or consolidation
|
RS 12:1359
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Approval of merger or consolidation
|
RS 12:1360
|
Certificate of merger or consolidation
|
RS 12:1361
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Effects of merger or consolidation
|
RS 12:1362
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Merger or consolidation with foreign entity
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RS 12:1363
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Revocation and reinstatement of articles; limitation on authority to do business within the state
|
RS 12:1364
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Filing, service, and copying fees
|
RS 12:1365
|
Derivative actions
|
RS 12:1366
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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
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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
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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
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Filing and recording conversion application; issuance and effect of certificate of conversion
|
RS 12:1605
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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
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Electronic mail addresses and short message service numbers; confidentiality
|
RS 12:1703
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Electronic notification of status changes
|
RS 12:1704
|
Judicial review; removal of officers, members, managers, and partners
|
RS 12:1705
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Business organizations; juridical personalities
|
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
|
RS 12:1851
|
Legislative finding; public purpose
|
RS 12:1852
|
Creation of fund
|
RS 12:1853
|
Authorization; requirements; regulation
|
RS 12:1854
|
Definitions
|
RS 12:1855
|
Agreement to pool liabilities; initial financial requirements
|
RS 12:1856
|
Requirements; excess insurance; administrative and service companies; status; liability; refunds
|
RS 12:1857
|
Investments
|
RS 12:1858
|
Authority of department
|
RS 12:1859
|
Licensing of agents; claims against insurance agents
|
RS 12:1860
|
Rates; filing; review of rate determination
|
RS 12:1861
|
Consecutive net losses
|
RS 12:1862
|
Insolvencies
|
RS 12:1863
|
Examination
|
RS 12:1864
|
Examination reports
|
RS 12:1865
|
Authorization of the department to employ investigators
|
RS 12:1866
|
Disclosure
|
RS 12:1867
|
Departmental complaint directives; failure to comply; fines; hearing
|
RS 12:1868
|
Dissolution
|
RS 12:1869
|
Exclusive use of information
|
RS 12:1870
|
Jurisdiction
|