2011 Louisiana Laws
Revised Statutes
TITLE 22 — Insurance
RS 22:243 — Incorporation

§243. Incorporation

A. Three or more artificial or natural persons capable of contracting, who are citizens of the United States and a majority of whom are residents of this state, may act as incorporators to form a corporation for the purpose of transacting business as a health maintenance organization.

B. Articles of incorporation shall be executed by authentic act signed by each of the incorporators and shall state in the English language:

(1) The name of the corporation, which shall not be the same as nor deceptively similar to the name of any other unaffiliated health maintenance organization authorized to do business in this state unless:

(a) Such other health maintenance organization is about to change its name or to cease to do business or is being wound up, and the written consent of such other health maintenance organization to the adoption of its name or a deceptively similar name has been given in writing and is filed with the articles, or

(b) Such other health maintenance organization has heretofore been authorized to do business in this state for more than two years and has never actively engaged in business.

(2) The purpose or purposes for which it is formed.

(3) Its duration.

(4) The location and post office address of its registered office.

(5) The full names and post office addresses and municipal addresses or locations, which shall not be a post office box only, of its registered agents for service of process.

(6) The amount of paid-in capital and minimum surplus, or initial fund, with which the corporation will begin business.

(7) The number of authorized shares, the par value of each share, the time when and the manner in which payment on stock subscribed shall be made.

(8) The names of the first directors, their post office address, and their classification and terms of office if they be named in the articles. Where the first board of directors is not named in the articles, the articles shall provide the place where and the date when the organization is to be perfected, and a meeting of the stockholders for that purpose must be held not more than sixty days after the execution of the articles. At that meeting the directors shall be elected.

(9) The name and post office address of each of the incorporators and a statement of the number and class of shares subscribed by each, if any.

(10) The designation of general officers, the number of directors, which shall not be less than three nor more than fifty, and the mode and manner in which directors shall be elected, and officers elected or appointed.

(11) Any other provision for the regulation of the business and the conduct of the affairs of the corporation, not prohibited by the laws of this state.

C. Such articles shall be submitted to the commissioner for his examination for a period not to exceed thirty days from receipt and approval either before or after execution, but before recordation. The commissioner shall not approve such articles unless they strictly conform with the provisions of this Subpart.

D.(1) After the payment of all fees owed to the Department of Insurance, the articles showing the approval of the commissioner shall be filed in the office of the secretary of state together with an initial report, as prescribed by R.S. 12:101. If the first directors are not named in the articles of incorporation and the initial report, a supplemental report, setting forth their names and addresses, and signed by each incorporator or by any shareholder, shall be filed with the secretary of state and filed for record as provided by Paragraph (4) of this Subsection as soon as they have been selected.

(2) If the secretary of state finds that the articles have been approved by the commissioner and that the articles and initial report are in compliance with this Subpart and Title 12 of the Louisiana Revised Statutes, 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, or by the commissioner to prohibit, suspend or limit the corporation's right to conduct business as a health maintenance organization, the certificate of incorporation shall be only prima facie evidence of due incorporation.

(3) 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.

(4) 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 be filed in the office of the recorder of mortgages of the parish in which the registered office of the corporation is situated, and a certified copy of the articles and initial report, bearing the certificate of the proper parish recorder with a copy of the certificate of incorporation, shall be filed with the commissioner.

(5) The corporation shall not have authority to transact a health maintenance organization business until a certificate of authority to transact such business is issued to it by the commissioner.

E.(1) Except as otherwise provided in the articles of incorporation, an incorporated health maintenance organization may amend its articles of incorporation in the manner provided in R.S. 12:31.

(2) After such amendment has been duly adopted, an authentic act setting forth the amendment and the manner of adoption thereof shall be executed by such person or persons authorized to do so at the meeting. A full copy of the resolution adopting such amendment, certified as true copy by the secretary of the health maintenance organization, shall be annexed to the authentic act. The articles of amendment shall be approved by the commissioner and recorded with the secretary of state, the recorder of mortgages, and the commissioner, in the same manner as that provided herein for the original articles of incorporation.

(3) The provisions of Paragraphs (1) and (2) of this Subsection shall not be applicable when an incorporated health maintenance organization changes either its registered agent or address, or both. In any such change, the incorporated health maintenance organization shall provide the commissioner with the board resolution and notice and shall follow the requirements of Part X of Chapter 1, Title 12 of the Louisiana Revised Statutes of 1950.

F. The provisions of R.S. 12:1 through R.S. 12:178, and other provisions of the Louisiana Revised Statutes of 1950, relative to business corporations, shall apply to the regulation of the business and the conduct of the affairs of any health maintenance organization which has been incorporated pursuant to the provisions of this Subpart. If a conflict exists between the provisions of this Subpart and said provisions of Title 12, the provisions of this Subpart shall govern.

Acts 1986, No. 1065, §1; Acts 1999, No. 342, §6; Acts 2006, No. 342, §1, eff. June 13, 2006; Redesignated from R.S. 22:2003 by Acts 2008, No. 415, §1, eff. Jan. 1, 2009; Acts 2009, No. 503, §1; Acts 2010, No. 84, §1.