RS 12:203 Articles of incorporation - Louisiana Statutes

§203.  Articles of incorporation

A.  The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles.  The articles shall be acknowledged by one of the persons who signed the articles, or may instead be executed by authentic act.

B.  The articles shall set forth:

(1)  The name of the corporation.

(2)  In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations may be formed under this Chapter.

(3)  The duration of the corporation, if other than perpetual.

(4)  That it is a nonprofit corporation.

(5)  The location and address of its registered office, not a post office box only.

(6)  The full name and address of each registered agent, not a post office box only.

(7)  The full name and address of each incorporator.

(8)  The names, addresses, and terms of office of the initial directors, not a post office box only.

(9)  Whether the corporation is to be organized on a stock basis or a non-stock basis, or both.

(10)  If organized in whole or in part on a stock basis.

(a)  The aggregate number of shares which the corporation shall have authority to issue.

(b)  If the shares are to consist of one class only, the par value of each share, or a statement that all of the shares are without par value.

(c)  If the shares are to be divided into classes or series, the number of shares of each class or series; the par value of the shares of each class or series, or a statement that such shares are without par value; the designation of each class or series; and a statement of the preferences, limitations and relative rights of the shares of each class, and of the variations therein as between series.

(11)  If organized in whole or in part on a non-stock basis:

(a)  The qualifications of its members;

(b)  The different classes of membership, if any;

(c)  The designations, voting powers, and other rights or privileges, restrictions or limitations, granted to or imposed upon the members of each class.

(12)  The taxpayer identification number of the corporation.  The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles.

C.  The articles may also contain provisions dealing generally with the authorized number and qualifications of the shareholders and members, the property rights, basis of voting and other rights and privileges of the shareholders and members, the liability of the shareholders and members for dues or assessments and the methods of collection thereof, and any other lawful provision desired for the regulation of the affairs of the corporation, including any provision authorized by R.S. 12:24(C).

D.  The articles of every corporation heretofore formed, unless they contain a provision enlarging, limiting or denying the preemptive right of shareholders, shall be deemed to provide that "Shareholders shall have preemptive rights".

Acts 1968, No. 105, §1; Acts 1970, No. 50, §14, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1990, No. 745, §2; Acts 1997, No. 291, §1.