Terms Used In Louisiana Revised Statutes 12:1805

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Minimum vote: means :

    (a)  In the case of a business corporation, the approval by holders of two-thirds of the shares present and voting of each class or series and any other approval or vote required under the Business Corporation Law or the articles. See Louisiana Revised Statutes 12:1803

A.  A benefit corporation may terminate its status as such and cease to be subject to this Chapter by amending its articles to delete the provision required by La. Rev. Stat. 12:1804 to be stated in the articles of a benefit corporation.  In order to be effective, the amendment shall be adopted by at least the minimum vote.

B.  If a merger or consolidation of a benefit corporation would have the effect of terminating the status of a business corporation as a benefit corporation, in order to be effective, the plan of merger or consolidation shall be adopted by at least the minimum vote of the benefit corporation.  Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum vote.

Acts 2012, No. 442, §1.