La. R.S. § 12:250 Voluntary Proceedings For Dissolution; Authorization; Appointment of Liquidators

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:250

A. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be given only by two-thirds in interest of the voting members present, or by such larger vote (including the approval of members of other classes or series) as the articles may require, at an annual or special meeting the notice of which set forth consideration of the proposed dissolution as a purpose of the meeting.

B. If the corporation is not permitted to distribute its net assets to its members, the resolution authorizing dissolution must provide for the disposition of any net assets.

C. The members or incorporators authorizing the dissolution may authorize liquidation of the affairs of the corporation out of court, by appointment of one or more liquidators to conduct the liquidation, but the appointment shall not be operative until:

(1) Notice of authorization of the dissolution, stating that the corporation is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the corporation's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state; and

(2) A certificate that the dissolution has been authorized in accordance with this Section, setting forth the manner of such authorization, has been signed by an officer of the corporation, acknowledged by the officer who signed it, and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him. The secretary of state may prescribe and furnish forms for the certificate.

D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation has its registered office.