Louisiana Revised Statutes 12:249
Terms Used In Louisiana Revised Statutes 12:249
- 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
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Assets: means all of a corporation's property and rights of every kind. 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.
- Court: means any court of competent jurisdiction where the registered office of the corporation is located. See Louisiana Revised Statutes 12:201
- Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
- Net assets: means the excess of assets over liabilities. See Louisiana Revised Statutes 12:201
A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court.
B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution.
C. A proceeding for dissolution takes effect:
(1) When the appointment of a liquidator appointed by the members becomes operative as provided in La. Rev. Stat. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or
(2) When the court has appointed, pursuant to La. Rev. Stat. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court.
D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.
Acts 1968, No. 105, §1.