Louisiana Revised Statutes 12:1-1601 – Corporate records
Terms Used In Louisiana Revised Statutes 12:1-1601
- 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.
- Dependent: A person dependent for support upon another.
A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
D. A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal office:
(1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in La. Rev. Stat. 12:1-120(L)(5) regarding facts on which a filed document is dependent.
(2) Its bylaws or restated bylaws and all amendments to them currently in effect.
(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.
(4) The minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years.
(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under La. Rev. Stat. 12:1-1620.
(6) A list of the names and business addresses of its current directors and officers.
(7) Its most recent annual report delivered to the secretary of state under La. Rev. Stat. 12:1-1621.
(8) Any unanimous governance agreement, as defined in La. Rev. Stat. 12:1-732, then in effect.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.