2014 Louisiana Laws
Revised Statutes
TITLE 6 - Banks and Banking
RS 6:706 - Articles of incorporation; approval by the commissioner

§706. Articles of incorporation; approval by the commissioner

A. The articles of incorporation or a multiple original thereof, shall be filed with the commissioner. The incorporators shall submit with their articles and bylaws any statements, exhibits, maps, and other data which the commissioner may require. All information shall be sufficiently detailed and comprehensive to enable the commissioner to pass upon the petition for incorporation as to the criteria set out in Subsection (B) of this Section.

B.(1) On the receipt of the articles of incorporation, a fifteen hundred dollar application fee, attendant data, and the request from the incorporators for approval of incorporation, the commissioner shall give written notice to each association which he determines may be affected that a petition for a request for approval of incorporation has been made. This notice shall state the name of the proposed association and the place where the incorporators propose to establish a principal office of the association. The commissioner shall not issue a certificate of authority of a mutual association unless he shall affirmatively have found that all the requirements in respect to the subscription and payment of shares or savings accounts at the time of organization and previous to the doing of business by any newly organized association have been complied with strictly and in good faith. The commissioner shall not issue a certificate of authority for a capital stock association unless he shall affirmatively determine that:

(a) The amount of capital stock subscribed for is sufficient for the safe and proper operation of the corporation, but in no event less than five hundred thousand dollars.

(b) The proposed corporation has set aside as a permanent capital reserve an amount sufficient for the safe and proper operation of the association, but in no event less than one hundred thousand dollars, that shall be credited to paid-in surplus and may be used to offset losses from operations.

(c) All subscriptions for capital stock of the proposed corporation have been purchased for cash.

(d) All initial stockholders of the proposed association are natural persons and residents of the state.

(2) The commissioner, before issuing a certificate of authority to any association, local or foreign, shall examine the qualifications, character, and responsibility of the persons organizing the association and shall examine the present and future savings association needs of the community or locality to be served by the proposed association, and generally shall consider the possibility of usefulness and service which the proposed association may reasonably be expected to meet and fulfill in the light of the considerations herein set forth and shall determine that the proposed association has been approved for insurance of accounts. If, in his discretion, the commissioner deems that the public interest will not be served by permitting the organization of the association, he shall refuse to issue a certificate of authority.

C. No association shall commence business in Louisiana until it has procured from the commissioner a certificate of authority. This certificate of authority shall be issued by the commissioner upon approving the request for incorporation. The commissioner shall transmit to the incorporators two copies of the certificate of authority.

D. The certificate of authority 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 authority shall be only prima facie evidence of due incorporation.

E. Upon issuance of the certificate of authority, the corporation shall be duly incorporated, and corporate existence shall begin, except that if the articles were filed within three days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and a corporate existence shall begin as of the time of such acknowledgment or execution.

F. A multiple original of the articles with a copy of the commissioner's certificate of authority shall, within thirty days after the incorporation, be filed for record in the office of the recorder of mortgages of the parish in which the association is domiciled.

Acts 1970, No. 234, §1. Amended by Acts 1982, No. 367, §1; Acts 1983, No. 675, §1; Acts 1999, No. 342, §3; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.