Louisiana Revised Statutes 12:213 – Issuance of shares; consideration
Terms Used In Louisiana Revised Statutes 12:213
- 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
- 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
A. Par-value shares may be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed by the board of directors. Shares without par value may be issued initially for such consideration expressed in dollars as may be fixed by the board of directors, or by the members by vote of a majority in interest of the voting members present, if the articles reserve to the members the right to fix the consideration. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the board of directors.
B. Shares issued (1) pursuant to exercise of conversion rights, (2) in exchange for, or in respect of, outstanding shares pursuant to a reclassification of stock, or (3) in a merger or consolidation as provided in the merger or consolidation agreement, shall be considered as fully paid when so issued.
C. The consideration for shares shall be paid in cash or in corporeal or incorporeal property, or services actually rendered to the corporation, the fair value of which is not less than the dollar amount of the consideration fixed for the shares, before the shares are issued. Upon payment of the consideration fixed therefor, such shares shall be considered as fully paid. Cash consideration for shares may not be paid by the purchaser’s note, secured or unsecured, or uncertified check; and in case of delivery of such a note or check in payment for shares, the shares shall not be issued until the note or check has been paid in full.
D. Solely for the purpose of determining whether shares have been paid for fully, the valuation placed by the directors or members, as the case may be, upon the consideration other than cash paid therefor shall be conclusive.
Acts 1968, No. 105, §1.