Louisiana Revised Statutes 12:203 – Articles of incorporation
Terms Used In Louisiana Revised Statutes 12:203
- Address: means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by the addressee, the location in the building. See Louisiana Revised Statutes 12:201
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- 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
- Incorporator: means one of the signers of the original articles of incorporation. See Louisiana Revised Statutes 12:201
- Membership: means an interest in a corporation entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution. See Louisiana Revised Statutes 12:201
- 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
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
- Reclassification of stock: means amendment of the articles to change the authorized number of shares of an existing class or series; to authorize shares of a new class or series; to change the designation, par value (including change of par-value shares to shares without par value or vice versa), preferences, limitations or relative rights, including cancellation or modification of the right to receive accumulated dividends which have not been declared, or variations in relative rights, of the issued, and authorized but unissued, shares of any existing class or series; or to change the issued shares of any existing class or series into a greater or smaller number of shares of the same class or series (subject to such changes as the reclassification may make in the designation, par value, preferences, limitations or relative rights, or variations in relative rights, thereof) or of another class or series, and to cancel any issued shares in connection with a reduction in the number thereof. 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
- Share: means an interest in a corporation, represented by a stock certificate issued after payment for the shares represented thereby, entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution. See Louisiana Revised Statutes 12:201
A. The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by one of the persons who signed the articles, or may instead be executed by authentic act.
B. The articles shall set forth:
(1) The name of the corporation.
(2) In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations may be formed under this Chapter.
(3) The duration of the corporation, if other than perpetual.
(4) That it is a nonprofit corporation.
(5) The location and address of its registered office, not a post office box only.
(6) The full name and address of each registered agent, not a post office box only.
(7) The full name and address of each incorporator.
(8) The names, addresses, and terms of office of the initial directors, not a post office box only.
(9) Whether the corporation is to be organized on a stock basis or a non-stock basis, or both.
(10) If organized in whole or in part on a stock basis.
(a) The aggregate number of shares which the corporation shall have authority to issue.
(b) If the shares are to consist of one class only, the par value of each share, or a statement that all of the shares are without par value.
(c) If the shares are to be divided into classes or series, the number of shares of each class or series; the par value of the shares of each class or series, or a statement that such shares are without par value; the designation of each class or series; and a statement of the preferences, limitations and relative rights of the shares of each class, and of the variations therein as between series.
(11) If organized in whole or in part on a non-stock basis:
(a) The qualifications of its members.
(b) The different classes of membership, if any.
(c) The designations, voting powers, and other rights or privileges, restrictions or limitations, granted to or imposed upon the members of each class.
(12) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles.
C. The articles may also contain any of the following:
(1) Provisions dealing generally with the authorized number and qualifications of the shareholders and members, the property rights, basis of voting and other rights and privileges of the shareholders and members, the liability of the shareholders and members for dues or assessments and the methods of collection thereof, and any other lawful provision desired for the regulation of the affairs of the corporation.
(2) A provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision does not eliminate or limit the liability of a director or officer for any of the following:
(a) Any breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders.
(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
(c) Liability pursuant to the provisions of La. Rev. Stat. 12:226(D).
(d) Any transaction from which the director or officer derived an improper personal benefit.
(3) Provisions regarding any of the following:
(a) Managing the business and regulating the affairs of the corporation.
(b) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.
(4) Any provision for which this Chapter requires or permits to be set forth in the bylaws.
(5)(a) A provision that cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares that are not claimed by the entitled shareholders within a reasonable time after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price, or provide delivery of the certificates for the shares to such shareholders, shall revert in full ownership to the corporation, and the corporation’s obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall therefor cease, provided that the board of directors may, at any time, for any reason satisfactory to it, but need not, authorize either of the following:
(i) Payment of the amount of any cash or property dividend or redemption price.
(ii) Issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the person that would be entitled had such reversion not occurred.
(b) The “reasonable time” as stated in Subparagraph (a) of this Paragraph means a period of time not less than one year.
D. The articles of every corporation heretofore formed, unless they contain a provision enlarging, limiting or denying the preemptive right of shareholders, shall be deemed to provide that “Shareholders shall have preemptive rights”.
Acts 1968, No. 105, §1; Acts 1970, No. 50, §14, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1990, No. 745, §2; Acts 1997, No. 291, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.