Louisiana Revised Statutes 12:1-1441 – Simplified termination procedure for certain corporations
Terms Used In Louisiana Revised Statutes 12:1-1441
- 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.
A. The existence of a corporation may be terminated as provided in this Section if the corporation satisfies all of the following conditions:
(1) Does not owe any debts.
(2) Does not own any immovable property.
(3) Has not issued shares or is not doing business.
B. If the corporation has not issued shares, a termination under this Section may be authorized by a majority of the initial directors or, if no initial directors are named in the articles of incorporation, by a majority of the incorporators. If the corporation has issued shares, the termination may be authorized as provided in La. Rev. Stat. 12:1-1402 or by the unanimous written consent of the shareholders.
C. After the termination is authorized, the corporation may deliver to the secretary of state for filing articles of termination that set forth all of the following:
(1) The name of the corporation.
(2) That no debt of the corporation remains unpaid.
(3) That the corporation owns no immovable property.
(4) That the corporation has not issued shares or is not doing business.
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.
(6) That the termination was authorized as required by Subsection B of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.