2006 Louisiana Laws - RS 12:142 — Voluntary proceedings for dissolution; authorization; appointment of liquidators
§142. Voluntary proceedings for dissolution; authorization; appointment of liquidators
A. A voluntary proceeding for dissolution may be commenced upon authorization by the shareholders, or, if no shares have been issued, by all of the incorporators. Such authorization by the shareholders may be given only by a majority of the voting power present, or by such other vote (not less than a majority) of the voting power present or of the total voting power (including the approval of shareholders 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. The shareholders 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.
C. A copy of the certificate to which reference is made in Subsection B(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the clerk of court of the parish in which the corporation has its registered office; however, in the parish of Orleans the certificate shall be filed for record in the office of the recorder of mortgages.
D. If the shareholders or incorporators do not authorize conduct of the liquidation out of court, the corporation shall file a petition with the court, praying that the corporation be liquidated and dissolved under the supervision of the court, whereupon the court shall appoint a liquidator, upon such conditions as to bond and compensation as it may deem proper. Thereafter the liquidation proceedings shall be conducted under the supervision and orders of the court.
E. When a corporation is being liquidated out of court, the liquidator appointed by the shareholders may at any stage of the proceeding apply to the court to have the proceeding conducted under its supervision. On application by shareholders holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding conducted under its supervision. Upon such application by the liquidator, or the entry of such order, the court shall confirm the appointment of the liquidator, and thereafter the proceeding shall continue as if originally instituted subject to the supervision of the court; but in such event the court shall require such bond of the liquidator as may have been required by the shareholders, or upon the application of any creditor or of shareholders holding not less than twenty-five per cent of the total voting power, the court may require the liquidator to furnish bond in such sum as the court may direct.
F. Nothing contained in this section shall interfere with a compromise arrangement or reorganization pursuant to R.S. 12:161.
Acts 1968, No. 105, §1; Acts 1979, No. 773, §1, eff. July 20, 1979; Acts 1984, No. 487, §1; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989; Acts 2001, No. 1187, §1.
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