Terms Used In Louisiana Revised Statutes 12:257

  • 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.
  • Court: means any court of competent jurisdiction where the registered office of the corporation is located. See Louisiana Revised Statutes 12:201
  • Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Registered office: means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter. See Louisiana Revised Statutes 12:201

            A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.

            B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.

            (2) The secretary of state may prescribe and furnish forms for the certificate.

            (3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation’s registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.

            C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.

            D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation’s principal office is located.

            Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

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