La. R.S. § 12:1803 Definitions

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1803

A. As used in this Chapter, the following terms and phrases shall have the meaning ascribed to them in this Section, unless the context clearly indicates otherwise:

(1) "Affiliate" means, in relation to a person, a subsidiary of the person or an entity which owns beneficially or of record a majority of the outstanding equity interests of the person.

(2) "Benefit corporation" means a business corporation which has elected to become subject to this Chapter and whose status as a benefit corporation has not been terminated.

(3) "Benefit director" means the director designated as the benefit director of a benefit corporation pursuant to R.S. 12:1822.

(4) "Benefit enforcement proceeding" means any claim or action for one or both of the following:

(a) Failure of a benefit corporation to pursue or create general public benefit or a specific public benefit set forth in its articles.

(b) Violation of any obligation, duty, or standard of conduct pursuant to this Chapter.

(5) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation pursuant to R.S. 12:1824.

(6) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation.

(7) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.

(8) "Material relationship" means the relationship between a person and a benefit corporation or any of its subsidiaries if any of the following apply:

(a) The person is, or has been within the last three years, an employee, other than a benefit officer, of the benefit corporation, or an affiliate of the benefit corporation.

(b) An immediate family member of the person is, or has been within the last three years, an employee, officer, or director of the benefit corporation, or an affiliate of the benefit corporation.

(c) There is beneficial or record ownership of five percent or more of the outstanding shares of the benefit corporation by either the person or an entity of which the person is a director, an officer, or a manager, or in which the person owns beneficially or of record five percent or more of the outstanding equity interests.

(9) "Minimum vote" means:

(a) In the case of a business corporation, the approval by holders of two-thirds of the shares present and voting of each class or series and any other approval or vote required under the Business Corporation Law or the articles.