La. R.S. § 12:1-202 Articles of Incorporation and Signed Consent By Agent to Appointment

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-202

A. The articles of incorporation shall set forth all of the following:

(1) A corporate name for the corporation that satisfies the requirements of R.S. 12:1-401.

(2) The number of shares the corporation is authorized to issue.

(3) The street address, not a post office box only, of the corporation's initial registered office, and, if different, the street address, not a post office box only, of the corporation's initial principal office.

(4) The name and street address, not a post office box only, of its initial registered agent.

(5) If the corporation chooses to reject or limit the protection against liability of directors and officers that is provided by R.S. 12:1-832, a statement of the rejection or limitation.

(6) The name and address of each incorporator.

B. The articles of incorporation may set forth any of the following:

(1) The names and street addresses, not a post office address only, of the individuals who are to serve as the initial directors.

(2) Provisions not inconsistent with law regarding any of the following:

(a) The purpose or purposes for which the corporation is organized.

(b) Managing the business and regulating the affairs of the corporation.

(c) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.

(d) A par value for authorized shares or classes of shares.

(3) Any provision that this Chapter requires or permits to be set forth in the bylaws.

(4) A provision that limits, reduces, qualifies, or conditions the protection against liability of directors and officers provided by R.S. 12:1-832.

(5) A provision permitting or making obligatory indemnification of a director or officer for liability, as defined in R.S. 12:1-850(3), to any person for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following:

(a) A breach of the duty of loyalty owed by the director or officer to the corporation or its shareholders.

(b) An intentional infliction of harm on the corporation or its shareholders.

(c) A violation of R.S. 12:1-833.

(d) An intentional violation of criminal law.

(6) A provision prospectively limiting or eliminating any duty of a director or any other person to offer the corporation the right to participate in any business opportunity or in any class or category of business opportunity. The provision shall not limit or eliminate any duty of an officer or a related person of an officer until qualified directors, acting after the effective date of the provision and in accordance with the procedures set forth in R.S. 12:1-862, approve the application of the provision to that officer or related person. The approval shall have prospective effect only and may allow the provision to apply in full or to apply as limited by the terms of the approval.