2006 Louisiana Laws - RS 12:145 — Dissolution out of court; procedure; powers of liquidator
§145. Dissolution out of court; procedure; powers of liquidator
A. Once dissolution has been authorized, all other actions of shareholders 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 of the voting power present.
B. If the liquidation is to be out of court, the shareholders 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 shareholders 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 shareholders 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;
(6) To carry on temporarily the business of the corporation as a going concern, when it is necessary for the purpose of properly and economically liquidating the affairs of the corporation;
(7) To pay all debts and liabilities of the corporation according to their respective priorities;
(8) To open and close bank accounts;
(9) To vote shares of stock, and transfer securities;
(10) To retain counsel and auditors;
(11) To fix advance record dates, as provided in R.S. 12:77;
(12) To file federal, state and local tax and information returns;
(13) To make arrangements for separation of employees;
(14) To procure insurance of any kind;
(15) To examine on oath, to be administered by him, any person concerning any matter pertaining to or affecting the liquidation; and
(16) In general, to do any and all things which may be necessary, proper or convenient for the purpose of liquidating the corporation.
D. The liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.
E. Except as may otherwise be provided by the shareholders or incorporators authorizing the dissolution, if there is more than one liquidator, a vacancy in the office of any liquidator shall not derogate from the power of the remaining liquidator or liquidators, pending the filling of the vacancy, to proceed with the liquidation and to take all actions which the liquidators are authorized to take in connection therewith; and all actions so taken shall be valid and effective regardless of whether the vacancy is filled.
F.(1) Any net assets remaining after paying or adequately providing for the payment of all debts and liabilities of the corporation, including all costs and expenses of the liquidation and any and all contingent liabilities of which the liquidator has knowledge, shall be paid by the liquidator to the shareholders according to their respective rights and preferences. The share of any shareholder who cannot be found shall be delivered to the administrator of the Uniform Unclaimed Property Act of 1997.
(2) In the event that there are contingent liabilities for which provision has been made as above, the liquidator shall not be dismissed until the contingent liabilities and debts have been paid or settled in full.
G. In the performance of his duties, each liquidator shall be bound to exercise that care and prudence in the listing, custody, possession, control and disposition of the property and moneys of the corporation coming into his hands, and in the proper accounting therefor, and distribution thereof, as by law is imposed upon fiduciaries.
H. Nothing contained in this section shall be construed to interfere with a compromise, arrangement or reorganization pursuant to R.S. 12:161.
I.(1) In the event a final disposition of out of court voluntary dissolution proceedings has not been effected and the liquidator dismissed within one year from the date dissolution has been authorized, the liquidator shall prepare a report setting out the assets and liabilities of the corporation as of the date of authorization of dissolution, the disposition of any assets as of the date of the report, and the anticipated tax year in which a final accounting and distribution of any remaining assets or loss report to the shareholders will be made.
(2) Such report shall be updated once annually thereafter until the final disposition of assets and dismissal of the liquidator occurs. This report shall be made available to any person upon request who was a shareholder as of the date of authorization of dissolution.
Acts 1968, No. 105, §1. Amended by Acts 1974, No. 610, §1; Acts 1976, No. 312, §1; Acts 2000, 1st Ex. Sess., No. 135, §3, eff. July 1, 2000.
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