La. R.S. § 12:247.1 Change of Jurisdiction of Incorporation

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:247.1

A. Any nonprofit corporation may change its state of incorporation from this state to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which authorize such a change.

B.

(1) Such a change may be made by a Louisiana nonprofit corporation only pursuant to authorization thereof by a majority of the voting power present, or by such larger vote as the articles may require, at an annual or special meeting of the members or shareholders, the notice of which sets forth consideration of such action as a purpose of the meeting.

(2) There shall be filed with the secretary of state a certificate as to such authorization by the members or shareholders, signed by an officer of the corporation and acknowledged by the officer who signed it. The secretary of state may prescribe and furnish forms for the certificate. The certificate may be delivered to the secretary of state for filing as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.

(3) When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate in his office, endorse thereon the date and, if requested, the hour of the filing thereof with him, and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to such other jurisdiction.

(4) A multiple original of the certificate issued by the secretary of state, or a copy certified by the secretary of state, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

(5) The corporation shall be deemed, when compliance has been had with the applicable requirements of the laws of such other jurisdiction, to be incorporated solely under the laws of such other jurisdiction and no longer under the laws of this state.

(6) Officially certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of such other jurisdiction shall be filed with the secretary of state and in the office of the recorder of mortgages of the parish in which the registered office of the corporation was last located.

C.

(1) Such a change may be made by a foreign nonprofit corporation by filing with the secretary of state: