Louisiana Revised Statutes 12:1-954 – Surrender of charter upon conversion
Terms Used In Louisiana Revised Statutes 12:1-954
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Surviving entity: means the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to this Subpart. See Louisiana Revised Statutes 12:1-950
A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following:
(1) The name of the corporation.
(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity.
(3) A statement that the conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.
(4) The jurisdiction under the laws of which the surviving entity will be organized.
(5) If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.
B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in La. Rev. Stat. 12:1-123.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.