2006 Louisiana Laws - RS 12:24 — Articles of incorporation

§24.  Articles of incorporation

A.  The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles.  The articles shall be acknowledged by one of the persons who signed the articles, or may instead be executed by authentic act.

B.  The articles shall set forth:

(1)  The name of the corporation.

(2)  In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations may be formed under this Chapter.

(3)  The duration of the corporation, if other than perpetual.

(4)  The aggregate number of shares which the corporation shall have authority to issue.

(5)  If the shares are to consist of one class only, the par value of each share or a statement that all of the shares are without par value.

(6)(a)  If the shares are to be divided into classes, the number of shares of each class; the par value of the shares of each class or a statement that such shares are without par value; the designation of each class and, insofar as fixed in the articles, each series of each preferred or special class; a statement of the preferences, limitations and relative rights of the shares of each class and the variations in relative rights and preferences as between series, insofar as the same are fixed in the articles; and a statement of any authority vested in the board of directors to amend the articles to fix the preferences, limitations and relative rights of the shares of any class, and to establish, and fix variations in relative rights as between, series of any preferred or special class.

(b)  Any of the designations, preferences, limitations and relative rights of the shares of any class and of the variations in relative rights and preferences as between series may be made dependent upon facts ascertainable outside the articles or any amendment thereto, provided that the manner in which such facts shall operate upon the designations, preferences, limitations, relative rights, or variations in relative rights and preferences is clearly and expressly set forth in the articles or amendment thereto.  The term "facts", as used in this Paragraph, includes but is not limited to the occurrence of any event, including a determination or action by any person or body, including the corporation.

(7)  The full name and post office address of each incorporator.

(8)  The taxpayer identification number of the corporation.  The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles.

C.  The articles may also contain the following:

(1)  A provision granting to the shareholders or any class of shareholders the preemptive right to subscribe to any or all additional issues of stock, or securities convertible into stock, of the corporation of any or all classes.  A provision that "Shareholders shall have preemptive rights" shall have the meaning stated in R.S. 12:72, and this provision shall be deemed to be included in the articles of every corporation heretofore formed unless the articles contain a specific provision enlarging, limiting or denying preemptive rights.

(2)  Any provision concerning the powers or rights of the corporation, the directors or the shareholders, or any class or classes of shareholders.

(3)  A provision that cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within a reasonable time (not less than one year in any event) after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the corporation, and the corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided that the board of directors may, at any time, for any reason satisfactory to it, but need not, authorize (a) payment of the amount of any cash or property dividend or redemption price or (b) issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this section, to the entity who or which would be entitled thereto had such reversion not occurred.

(4)  A provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of a director or officer:

(a)  For any breach of the director's or officer's duty of loyalty to the corporation or its shareholders;

(b)  For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c)  For liability under R.S. 12:92(D); or

(d)  For any transaction from which the director or officer derived an improper personal benefit.

No such provision shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such provision becomes effective.

(5)  Any other provisions for the regulation of the business and the conduct of the affairs of the corporation not prohibited by this Chapter or other laws of this state, including, without limitation of the generality of the foregoing phrase, any provisions restricting the transfer of shares or for the optional or compulsory sale and purchase of shares among the shareholders and the corporation or any of them.

Acts 1968, No. 105, §1; Acts 1970, No. 50, §1, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 261, §1, eff. July 3, 1987; Acts 1990, No. 745, §2; Acts 1997, No. 914, §1.