La. R.S. § 12:253 Dissolution Proceedings Out of Court; Procedure; Powers of Liquidator

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:253

A. Once dissolution has been authorized, all other actions of members in connection therewith, including, without limitation of the generality of this provision, determination whether the corporation is to be liquidated out of court, appointment of liquidators, and fixing the bond, compensation, duties and powers of, and prescribing the manner of filling vacancies among, the liquidators, may be taken by vote of a majority in interest of the voting members present.

B. If the liquidation is to be out of court, the members or incorporators authorizing the dissolution may, and if demanded by twenty-five per cent or more of the total voting power shall, require bond to be given by the liquidator for the faithful performance of his duties. The members or incorporators may also fix the compensation, if any, to be paid to the liquidator, prescribe the manner of filling any vacancy in the office of liquidator, and generally define and regulate the rights, duties and actions of the liquidator in the liquidation of the corporation.

C. Except as may otherwise be provided by the members or incorporators authorizing the dissolution, the liquidator shall be vested with full authority:

(1) To demand, collect, sue for and recover, in the name of the corporation, the debts and property of the corporation, and he may be sued in the same manner;

(2) To compromise, compound and settle claims of or against, and to grant acquittance for claims of, the corporation, on such terms and conditions as to the liquidator shall seem best;

(3) To sell and convey, either in whole or in part, at public or private sale, the property of the corporation, movable or immovable, on such terms and conditions as to the liquidator shall seem best, either for cash or for securities to be distributed to the shareholders;

(4) To make leases (including mineral leases) of the corporation's property for such terms and consideration and with such other provisions as to the liquidator shall seem best;

(5) To collect the whole, or so much as may be necessary and just, of any amounts remaining unpaid on subscriptions to shares;