RS 12:164 Change of jurisdiction of incorporation - Louisiana Statutes

§164.  Change of jurisdiction of incorporation

A.  Any business corporation may change its state of incorporation from this state to, and any foreign corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which authorize such a change.

B.(1)  Such a change may be made by a business corporation only pursuant to authorization thereof by a majority of the voting power present, or by such larger vote as the articles may require, at an annual or special meeting of shareholders, the notice of which set forth consideration of such action as a purpose of the meeting.

(2)  There shall be filed with the secretary of state a certificate as to such authorization by the shareholders, signed by an officer of the corporation and acknowledged by the officer who signed it.  The certificate may be delivered to the secretary of state 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.

(3)  When all taxes, fees and charges have been paid as required by law, the secretary of state shall record the certificate in his office, endorse thereon the date and, if requested, the hour of the filing thereof with him, and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to such other jurisdiction.

(4)  A multiple original of the certificate issued by the secretary of state, or a copy certified by the secretary of state, shall thereafter 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.

(5)  The corporation shall, when compliance has been had with the applicable requirements of the laws of such other jurisdiction, be deemed to be incorporated solely under the laws of such other jurisdiction and no longer under the laws of this state.

(6)  Officially certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of such other jurisdiction shall be filed with the secretary of state and in the office of the recorder of mortgages of the parish in which the registered office of the corporation was last located.

C.(1)  Such a change may be made by a foreign corporation by filing with the secretary of state:

(a)  A copy of its original or restated articles or certificate of incorporation and all amendments thereto subsequent to the latest restatement, which articles or certificate as amended or restated shall comply in substance with the provisions of R.S. 12:22-24.

(b)  The initial report prescribed by R.S. 12:101, except that it may be signed by any officer and shall set forth the names and addresses of the directors and officers then in office instead of the first directors.

(c)  An application for incorporation under this Chapter, signed by an officer of the corporation, and acknowledged by the officer who signed it, setting forth the jurisdiction under the laws of which it is incorporated and the number of issued shares of each class of its authorized capital stock.

(d)  A certificate by the secretary of state or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of such jurisdiction to become a corporation incorporated under the laws of this state.

(2)  These documents may be delivered to the secretary of state 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.  When all taxes, fees and charges have been paid as required by law, the secretary of state shall record such documents in his office, endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation of the corporation under the laws of this state, which shall show the date and, if endorsed on such documents, the hour of filing of such documents with him.

(3)  The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state, 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.

(4)  Effective as of the time of filing such documents with the secretary of state, the corporation shall be deemed to be incorporated solely under the laws of this state and no longer under the laws of such other jurisdiction.

(5)  Multiple originals, or copies certified by the secretary of state, of such documents filed with the secretary of state, with a copy of the certificate of incorporation, shall thereafter 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.  A copy of the certificate of incorporation, certified by the secretary of state, shall be filed as required by the laws of such other jurisdiction.

Acts 1983, No. 466, §1; Acts 2001, No. 1187, §1.