2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:1 — Title 12corporations and associations

TITLE 12 CORPORATIONS AND ASSOCIATIONS

CHAPTER 1. BUSINESS CORPORATION LAW

PART I. DEFINITIONS

§1. Terms defined

As used in this Chapter, unless the context requires otherwise,

A. "Address" means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by the addressee, the location in the building.

B. "Allocated value" means (1) the par value of par-value shares, plus any amounts in excess of par value transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter, and (2) the amount allocated to stated capital upon issuance of shares without par value, plus any amounts thereafter transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter.

C. "Articles" means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context refers expressly to the original articles of incorporation only.

D. "Assets" means all of a corporation's property and rights of every kind. Treasury shares are not assets.

E. "Capital surplus" means the aggregate of:

(1) The amount of the consideration received on issuance of issued shares in excess of the aggregate allocated value thereof; and

(2) Amounts transferred to capital surplus as permitted by this Chapter; and

(3) Surplus arising from revaluation to reflect unrealized appreciation in value of assets made in good faith by the board of directors of a corporation, including but not limited to revaluations based on appraisals of assets and, in the case of corporations engaged in extraction and oil and gas activities, reserve reports and reserve valuation information; less

(4) Transfers from, or other reductions in, capital surplus required or permitted by this Chapter.

F. "Certificate of stock" means a properly executed instrument evidencing the fact that the person therein named is the registered owner of the shares therein described.

G. "Corporation" or "business corporation" means a corporation for profit formed under this Chapter, as well as a corporation formed under the laws of this state before January 1, 1969, but of a class of corporations that might be formed under this Chapter.

H. "Court" means any court of competent jurisdiction in the parish where the registered office of the corporation is located.

I. "Earned surplus" means the excess of surplus over capital surplus.

J. "Fiduciary" means any person, firm, partnership, association or corporation, including a usufructuary, who or which occupies a position of peculiar confidence toward any person, firm, association, partnership, trust or estate.

K. "Foreign corporation" means any corporation formed under the laws of any jurisdiction other than this state.

L. "Insolvency" means the inability of a corporation to pay its debts as they become due in the usual course of business.

M. "Issued shares" means outstanding shares and treasury shares.

N. "Net assets" means the excess of assets over liabilities.

O. "Nonprofit corporation" means a corporation formed under Chapter 2 of this Title, as well as a corporation formed under the laws of this state before January 1, 1969, but of a class of corporations that might be formed under that Chapter.

P. "Reclassification of stock" means amendment of the articles to change the authorized number of shares of an existing class or series; to authorize shares of a new class or series; to change the designation, par value (including change of par-value shares to shares without par value or vice versa), preferences, limitations or relative rights, including cancellation or modification of the right to receive accumulated dividends which have not been declared, or variations in relative rights, of the issued, and authorized but unissued, shares of any existing class or series; or to change the issued shares of any existing class or series into a greater or smaller number of shares of the same class or series (subject to such changes as the reclassification may make in the designation, par value, preferences, limitations or relative rights, or variations in relative rights, thereof) or of another class or series, and to cancel any issued shares in connection with a reduction in the number thereof.

Q. "Registered office" means that office maintained by a corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter.

R. "Shareholder" means the holder of record of one or more shares.

S. "Shares" means the units into which the shareholders' rights to participate in the control of the corporation, in its profits or in the distribution of corporate assets, are divided.

T. "Stated capital" means the aggregate amount of:

(1) The aggregate allocated value of the issued shares; and

(2) Any other amounts transferred from surplus to stated capital; less

(3) Transfers from, or other reductions in, stated capital required or permitted by this Chapter.

U. "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

V. "Surplus" means the excess of assets over liabilities plus stated capital.

W. "Total voting power" means the entirety of the voting power.

X. "Treasury shares" means issued shares which have been acquired by and belong to the corporation, if not required by the articles to be cancelled, or if not cancelled by order of the board of directors.

Y. "Voting power" means the right vested, by law or by the articles or the by-laws, in the shareholders, or in one or more classes of shareholders, to vote in the determination of any particular question or matter coming before meetings of the shareholders.

Z. "Voting power present" means that part of the voting power exercisable by the shareholders present in person or represented by proxy at the meeting at which the shareholders take action on a particular question or matter.

Acts 1968, No. 105, §1. Acts 1984, No. 841, §1, eff. July 13, 1984.