La. R.S. § 12:262 Action By the State to Annul, Vacate Or Forfeit Corporate Franchise; Suspension

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:262

A. Except as otherwise provided in this Title or as otherwise provided by law, the Secretary of State may bring an action against any corporation to procure a judgment annulling, vacating or forfeiting its articles and franchise upon the ground that:

(1) The corporate franchise was procured through fraud practiced upon the state; or

(2) The corporation has continued to abuse authority conferred upon it; or

(3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter; or

(4) The corporation has failed to designate and maintain a registered office, or to designate and maintain a registered agent, under the conditions, and in the manner, prescribed in this Chapter.

B. If the cause of action is grounded on an act which the corporation has done or omitted to do which can be corrected by amendment of the articles or by other corporate action, then such action shall not be instituted or maintained unless, not less than sixty days prior to the institution of the action, the corporation has been given notice in writing of the act done or omitted to be done, which will be urged as the ground for the action, and demand for the correction thereof, and the corporation has failed, neglected or refused to correct the same within such sixty-day period.

C. In any such action, which shall be a summary proceeding, the court may grant the relief asked for, or such other or partial relief as to it seems just and expedient. If judgment is rendered annulling, vacating or forfeiting the articles and franchise, such judgment may be set aside at any time within the time allowed for taking an appeal therefrom, upon a showing that the grounds for the judgment have been cured.

D. In addition to the other remedies provided by this section, the secretary of state is authorized to suspend the corporate franchise and the articles of incorporation of any corporation which has failed to comply, according to the records of his office, with Paragraph (4) of Subsection A of this section and to revoke such suspension where such failure to comply with said paragraph has been remedied by compliance.