RS 12:418 Dissolution - Louisiana Statutes

§418.  Dissolution

A.  A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators.  The articles of dissolution shall be submitted to the Secretary of State for filing as provided in this Part.  The articles of dissolution shall state:

(1)  The name of the cooperative;

(2)  The address of its principal office;

(3)  The date of its incorporation;

(4)  That the cooperative has not commenced business;

(5)  That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all servitudes have been released to the grantors;

(6)  That no debt of the cooperative remains unpaid; and

(7)  That a majority of the incorporators elect that the cooperative be dissolved.

B.  A cooperative which has commenced business may dissolve voluntarily and liquidate its affairs in the following manner:

(1)  The board of directors shall first recommend that the cooperative be dissolved voluntarily and thereafter the proposition that the cooperative be dissolved shall be submitted to the members of the cooperative at any annual or special meeting the notice of which shall set forth such proposition.  The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than a majority of all of the members of the cooperative.  Notwithstanding any other provision of law in this Part, voting by proxy and mail may be authorized in the cooperative's bylaws for purposes of this Section as provided for in R.S. 12:407 and 408.  This provision shall not limit the rights of members provided for in R.S. 12:417 or any rights otherwise granted in the bylaws and articles of incorporation which may authorize voting by mail or proxy.

(2)  Upon such approval, a certificate of election to dissolve, hereinafter designated as the "certificate" shall be executed by authentic act on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary.  The certificate shall state:

(a)  The name of the cooperative;

(b)  The address of its principal office;

(c)  The names and addresses of its directors; and

(d)  The total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative.  The president or vice-president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of this Sub-section were duly complied with.  Such certificate and affidavit shall be submitted to the Secretary of State for filing as provided in this Part;

(3)  Upon the filing of the certificate and affidavit by the Secretary of State, the cooperative shall cease to carry on its business except in so far as may be necessary for winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State;

(4)  After the filing of the certificate and affidavit by the Secretary of State the board of directors shall immediately cause notice of the liquidation proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the parish in which the principal office of the cooperative is located;

(5)  The board of directors shall have full power to liquidate and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations and liabilities, and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members, and among other persons who have been members at any time during the seven years next preceding the date of such filing of the certificate, in proportion to the aggregate patronage of each such member and other person during such seven year period or, if the cooperative shall not have been in existence for such period, during the period of its existence; and

(6)  When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor, and all of the remaining property and assets of the cooperative shall have been distributed pursuant to the provisions of this Section, the board of directors shall authorize the execution of articles of dissolution which shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary.  Such articles of dissolution shall recite in the caption that they are executed pursuant to this Part and shall state:

(a)  The name of the cooperative;

(b)  The address of the principal office of the cooperative;

(c)  That the cooperative has heretofore delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office;

(d)  That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor;

(e)  That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and

(f)  That there are no actions or suits pending against the cooperative.  The president or vice-president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this Sub-section were duly complied with.  Such articles of dissolution and affidavit accompanied by proof of publication required in this Sub-section, shall be submitted to the Secretary of State for filing as provided in this Part.

Renumbered from R.S.1950, §12:318 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 2010, No. 202, §1, eff. Jan. 1, 2011.