2006 Louisiana Laws - RS 12:25 — Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence

§25.  Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence

A.(1)  The articles shall be filed with the secretary of state, together with the initial report prescribed by R.S. 12:101.  A notarized affidavit of acknowledgment and acceptance signed by the registered agent, if not included on the initial report, shall be attached to the articles of incorporation and initial report.

(2)  If the first directors are not named in the initial report, a supplemental report, setting forth their names and addresses and signed by each incorporator or his agent or by any shareholder, shall be filed with the secretary of state, and filed for record as provided in Subsection D of this Section, as soon as they have been selected.

(3)  The articles and initial report may be delivered to the secretary of state in advance, for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery.

B.  If the secretary of state finds that the articles and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles and the initial report in his office, endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation that shall show the date and, if endorsed on the articles, the hour of filing of the articles with him.  The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation's franchise, the certificate of incorporation shall be only prima facie evidence of due incorporation.

C.  Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were so filed within five days (exclusive of legal holidays) after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution.

D.  A multiple original of the articles, or a copy certified by the Secretary of State, with a copy of the certificate of incorporation, and a multiple original of the initial report, or a copy certified by the Secretary of State, shall, within thirty days after filing of the articles with the Secretary of State, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

E.(1)  If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state and shall include the names and addresses of all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter.  The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act.

(2)  This Subsection does not apply to:

(a)  Any agreement entered between the state and a corporation for electric or gas service.

(b)  Publicly traded corporations.

(c)  State chartered banks.

Acts 1968, No. 105, §1.  Amended by Acts 1976, No. 580, §1.  Acts 1983, No. 88, §1; Acts 1991, No. 334, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5.