2012 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:51 — Classes of shares; fractional shares

PART V. SHARES

§51. Classes of shares; fractional shares

A. The shares of a corporation may be divided into classes, with such designations, voting powers, preferences, dividend or redemption rights, or other relative rights or restrictions, limitations or qualifications as may be provided in the articles. The corporation may issue shares with optional or conversion rights, according to the provisions of R.S. 12:56. The corporation may issue shares of any preferred or special class in series, with such designations of series, and such variations in the relative rights and preferences as between series, as fixed in the articles.

B. Any or all of the shares may have a par value, or have no par value, as provided in the articles.

C. Except as otherwise provided in R.S. 12:136 and R.S. 12:140.12, in the articles, or in any right or option created and issued pursuant to R.S. 12:56(A), each share shall be in all respects equal to every other share. If the plan or resolution creating any such right or option provides that shares shall not be equal in all respects, a copy of the plan or resolution shall be filed with the secretary of state within thirty days of the adoption of such plan or resolution.

D. Except as otherwise provided in the articles, a corporation may, but shall not be obliged to, issue certificates for fractional shares, and by action of its board of directors may, but shall not be obliged to, issue, in lieu thereof, scrip in registered or bearer form, which may be void if not exchanged for full shares within a limited time stated therein, or may provide that after a limited time stated therein the aggregate shares represented by scrip will be sold for account of the holders thereof. The holder of fractional-share certificates or scrip shall be entitled to receive a certificate for a full share upon the surrender (within any limited time stated therein) of fractional-share certificates or scrip aggregating a full share. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall, but the holder of scrip shall not, have all rights of a shareholder except voting rights.

Acts 1968, No. 105, §1; Acts 1987, No. 62, §2, eff. June 11, 1987; Acts 1988, No. 173, §2, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988.