Louisiana Revised Statutes 12:247.1 – Change of jurisdiction of incorporation
Terms Used In Louisiana Revised Statutes 12:247.1
- Articles: means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only. See Louisiana Revised Statutes 12:201
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Issued shares: means outstanding shares and treasury shares. See Louisiana Revised Statutes 12:201
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- nonprofit corporation: means a corporation formed under this Chapter, as well as a corporation formed under the laws of this state before January 1, 1969 but of a class of corporations that might be formed under this Chapter. See Louisiana Revised Statutes 12:201
- Registered office: means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter. See Louisiana Revised Statutes 12:201
- Voting power: means the right vested, by law or by the articles or the by-laws, in the members, or in one or more classes of members, to vote in the determination of any particular question or matter coming before meetings of the members. See Louisiana Revised Statutes 12:201
A. Any nonprofit corporation may change its state of incorporation from this state to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which authorize such a change.
B.(1) Such a change may be made by a Louisiana nonprofit corporation only pursuant to authorization thereof by a majority of the voting power present, or by such larger vote as the articles may require, at an annual or special meeting of the members or shareholders, the notice of which sets forth consideration of such action as a purpose of the meeting.
(2) There shall be filed with the secretary of state a certificate as to such authorization by the members or shareholders, signed by an officer of the corporation and acknowledged by the officer who signed it. The secretary of state may prescribe and furnish forms for the certificate. The certificate may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.
(3) When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate in his office, endorse thereon the date and, if requested, the hour of the filing thereof with him, and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to such other jurisdiction.
(4) A multiple original of the certificate issued by the secretary of state, or a copy certified by the secretary of state, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
(5) The corporation shall be deemed, when compliance has been had with the applicable requirements of the laws of such other jurisdiction, to be incorporated solely under the laws of such other jurisdiction and no longer under the laws of this state.
(6) Officially certified copies of the certificate of incorporation or other official certificate evidencing the corporation’s incorporation under the laws of such other jurisdiction shall be filed with the secretary of state and in the office of the recorder of mortgages of the parish in which the registered office of the corporation was last located.
C.(1) Such a change may be made by a foreign nonprofit corporation by filing with the secretary of state:
(a) A copy of its original or restated articles or certificate of incorporation and all amendments thereto subsequent to the latest restatement, which articles or certificate as amended or restated shall comply in substance with the provisions of La. Rev. Stat. 12:202 through 204.
(b) An application for incorporation under this Chapter, signed by an officer of the corporation and acknowledged by the officer who signed it, setting forth the jurisdiction under the laws of which it is incorporated and the number of issued shares of each class of its authorized stock, if any, or its number of members. The secretary of state may prescribe and furnish forms for the application of incorporation.
(c) A certificate by the secretary of state or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of such jurisdiction to become a nonprofit corporation incorporated under the laws of this state.
(2) These documents may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record such documents in his office, endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation to the corporation under the laws of this state, which shall show the date and, if endorsed on such documents, the hour of filing of such documents with him.
(3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state, except that in any proceeding brought by the state pursuant to La. Rev. Stat. 12:262, the certificate of incorporation shall be only prima facie evidence of due incorporation.
(4) Effective as of the time of filing such documents with the secretary of state, the corporation shall be deemed to be incorporated solely under the laws of this state and no longer under the laws of such other jurisdiction.
(5) Multiple originals, or copies certified by the secretary of state, of such documents filed with the secretary of state, with a copy of the certificate of incorporation, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. A copy of the certificate of incorporation, certified by the secretary of state, shall be filed as required by the laws of such other jurisdiction.
Acts 1993, No. 680, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.