Louisiana Revised Statutes 12:250 – Voluntary proceedings for dissolution; authorization; appointment of liquidators
Terms Used In Louisiana Revised Statutes 12:250
- 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
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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
- 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
- Total voting power: means the entirety of the voting power. 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. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be given only by two-thirds in interest of the voting members present, or by such larger vote (including the approval of members of other classes or series) as the articles may require, at an annual or special meeting the notice of which set forth consideration of the proposed dissolution as a purpose of the meeting.
B. If the corporation is not permitted to distribute its net assets to its members, the resolution authorizing dissolution must provide for the disposition of any net assets.
C. The members or incorporators authorizing the dissolution may authorize liquidation of the affairs of the corporation out of court, by appointment of one or more liquidators to conduct the liquidation, but the appointment shall not be operative until:
(1) Notice of authorization of the dissolution, stating that the corporation is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the corporation’s registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state; and
(2) A certificate that the dissolution has been authorized in accordance with this Section, setting forth the manner of such authorization, has been signed by an officer of the corporation, acknowledged by the officer who signed it, and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him. The secretary of state may prescribe and furnish forms for the certificate.
D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation has its registered office.
E. If the members or incorporators do not authorize conduct of the liquidation out of court, the corporation shall file a petition with the court, praying that the corporation be liquidated and dissolved under the supervision of the court, whereupon the court shall appoint a liquidator or liquidators, upon such conditions as to bond and compensation as it may deem proper. Thereafter the liquidation proceedings shall be conducted under the supervision and orders of the court.
F. When a corporation is being liquidated out of court, the liquidator appointed by the members may at any stage of the proceeding apply to the court to have the proceeding conducted under its supervision. On application by members holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding conducted under its supervision. Upon such application by the liquidator, or the entry of such order, the court shall confirm the appointment of the liquidator, and thereafter the proceeding shall continue as if originally instituted subject to the supervision of the court; but in such event the court shall require such bond of the liquidator as may have been required by the members, or upon the application of any creditor or of members holding not less than twenty-five per cent of the total voting power, the court may require the liquidator to furnish bond in such sum as the court may direct.
G. Nothing contained in this Section shall interfere with a compromise arrangement or reorganization pursuant to La. Rev. Stat. 12:260.
H. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution may be commenced upon authorization of a majority vote of members meeting and acting pursuant to La. Rev. Stat. 12:230(C), 231(3), and 237(H). The authorization for dissolution shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.
Acts 1968, No. 105, §1; Acts 1995, No. 465, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.