Louisiana Revised Statutes 12:241 – Restatement of articles
Terms Used In Louisiana Revised Statutes 12:241
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- 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
A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments adopted by a method prescribed in La. Rev. Stat. 12:237 or 239; and shall recite:
(1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement, without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes.
(2) That each amendment has been effected in conformity with law.
(3) The date of incorporation and the date of the restatement.
(4) Such other information as may be required by La. Rev. Stat. 12:237, 239 and 240, if the restatement contains any new amendment.
B. The secretary of state may prescribe and furnish forms for filing the restated articles.
C. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in La. Rev. Stat. 12:238, and shall be effective, when recorded by the secretary of state, as of the date and, if endorsed on the restated articles, the hour of filing with him.
D. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.
Acts 1968, No. 105, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.