Louisiana Revised Statutes 12:250.1 – Dissolution by affidavit
Terms Used In Louisiana Revised Statutes 12:250.1
- 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.
- 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
- Incorporator: means one of the signers of the original articles of incorporation. See Louisiana Revised Statutes 12:201
A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.
(2) The secretary of state may prescribe and furnish forms for the affidavit.
B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation.
C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section 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 by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.
Acts 1984, No. 391, §1, eff. July 6, 1984; Acts 1989, No. 142, §1; Acts 1995, No. 465, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.