2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:165 — Nonprofit corporation; reincorporation as a business corporation

§165. Nonprofit corporation; reincorporation as a business corporation

A. Any nonprofit corporation organized under Chapter 2 of this Title, to which the provisions of Chapter 2 of this Title no longer apply, may reincorporate as a business corporation under this Chapter in the manner prescribed in this Section, if the corporation seeking business corporation status meets all of the requirements of Chapter 1 of this Title.

B. A nonprofit corporation wishing to reincorporate as a business corporation shall file with the secretary of state its articles of reincorporation. The articles of reincorporation shall comply with the requirements of R.S. 12:24 and shall additionally state that the corporation is being reincorporated as a business corporation under this Chapter.

C. Reincorporation may be adopted only by two-thirds or more in interest of the voting members of each class voting as a class, present or represented at the meeting, at any annual or special meeting of members, that notice of which sets forth the reincorporation proposal.

D. The articles of reincorporation shall be filed in accordance with R.S. 12:25 and shall be accompanied by:

(1) A certificate of the corporation's secretary attesting that reincorporation has been duly adopted and setting forth the number of votes for and against, and

(2) An initial report naming the board of directors in office at the time reincorporation was authorized by the members and setting forth their addresses.

E. If the secretary of state finds that the articles of reincorporation, certificate, 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 of reincorporation, the certificate, 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 under this Chapter that shall show the date and, if endorsed on the articles of reincorporation, the hour of filing of the articles of reincorporation with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under this Chapter, 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.

F. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated and the existence of the corporation as a business corporation shall become effective under this Chapter as of the time when the articles of reincorporation were filed with the secretary of state, except that, if the articles of reincorporation 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 existence of the corporation as a business corporation shall become effective under this Chapter as of the time of such acknowledgment or execution. Following issuance of the certificate of incorporation under this Chapter, the nonprofit corporation reincorporated under this Section shall be removed from the official register of nonprofit corporations. There shall be no lapse in the corporate existence of any nonprofit corporation which reincorporates hereunder.

G. For purposes of this Section, the term "member" shall have the meaning ascribed to it by R.S. 12:201(16).

Acts 1986, No. 642, §1; Acts 1999, No. 342, §5.