Terms Used In Louisiana Revised Statutes 12:1-1443

  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10

            A. The filing by the secretary of state of a corporation‘s articles of termination under La. Rev. Stat. 12:1-1440 or 1-1441 or a certificate of termination under La. Rev. Stat. 12:1-1442 causes the existence of the corporation to terminate on the effective date of the articles or certificate of termination. The effects of the filing of the articles or certificate of termination are not affected by any error in the articles or certificate, but the error may justify reinstatement of the corporation as provided in La. Rev. Stat. 12:1-1444 or the appointment of a liquidator as provided in La. Rev. Stat. 12:1-1445.

            B. When the existence of the corporation terminates, the corporation’s juridical personality ends except for purposes of any of the following:

            (1) Reserving the corporation’s name as provided in La. Rev. Stat. 12:1-402(C).

            (2) Concluding any proceeding to which the corporation is a party at the time of the termination.

            (3) Continuing to own any undistributed corporate assets and to owe any undischarged corporate obligations or liabilities.

            (4) Disposing of immovable property owned by the corporation pursuant to a resolution of the board of directors.

            C. The termination does not do any of the following:

            (1) Extinguish any claim against the corporation.

            (2) Abate any proceeding to which the corporation is a party.

            (3) Cause any obligation or liability owed by the corporation to become the obligation or liability of any of the corporation’s current or former shareholders, directors, officers, employees, or agents.

            (4) Cause any undistributed asset of the corporation to become the property of any of the corporation’s current or former shareholders, directors, officers, employees, or agents.

            D. A terminated corporation’s juridical personality, and the authority of a person acting on the corporation’s behalf as its legal counsel or managerial representative, continues for purposes of Paragraph (B)(2) of this Section as if the termination had not occurred, but subject to the power of an authorized representative of a reinstated corporation, or of a liquidator appointed in accordance with La. Rev. Stat. 12:1-1445, to change the identity or authority of the legal counsel or managerial representative.

            E. The existence of a terminated corporation may be reinstated as provided in La. Rev. Stat. 12:1-1444, and a liquidator may be appointed as provided in La. Rev. Stat. 12:1-1445 for any proper purpose. Unless a terminated corporation is reinstated, any action that is commenced by or against the corporation after the effective date of its termination shall be brought by or against a liquidator that is appointed in accordance with La. Rev. Stat. 12:1-1445.

            Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 89, §1.