La. R.S. § 12:1-1444 Reinstatement of Terminated Corporation

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-1444

A. A terminated corporation may be reinstated if the corporation satisfies both of the following conditions:

(1) It was not dissolved by a judgment of dissolution.

(2) It requests reinstatement in accordance with this Section no later than five years after the effective date of its articles or certificate of termination.

B. If the corporation was terminated administratively under R.S. 12:1-1442, the articles of reinstatement shall be approved by either of the following:

(1) A director or officer listed in the corporation's last annual report before its termination.

(2) A director of the corporation elected by the shareholders of the corporation after the last annual report, regardless of whether the director was elected before or after the administrative termination.

C. If the corporation was terminated after its dissolution or termination was authorized by a vote of shareholders, then all of the following actions are required:

(1) The reinstatement of the corporation shall be approved by the same vote that was required to approve the dissolution or termination, by the persons who were shareholders at the time that the dissolution or termination was approved by the shareholders.

(2) The persons entitled to vote on the reinstatement shall elect a board of directors for the reinstated corporation.

(3) The board of directors elected in accordance with Paragraph (C)(2) of this Section shall elect officers for the reinstated corporation.

D. A corporation may request reinstatement by delivering to the secretary of state for filing articles of reinstatement and an annual report. The articles of reinstatement and the annual report shall be signed by an officer or director of the corporation who is entitled to approve the articles under Subsection B of this Section or, in the case of a reinstatement authorized in accordance with Subsection C of this Section, by a director or officer elected in accordance with that Subsection. The annual report shall be accompanied by a written consent to appointment signed by the registered agent named in the annual report.