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Regular Session, 2012
SENATE BILL NO. 516
BY SENATOR CROWE
COMMERCIAL REGULATIONS. Provides that persons with ownership interest in certain
business entities be notified before changes are made in the records of the secretary of state.
(8/1/12)
AN ACT1
To enact Chapter 26 of Title 12 of the Louisiana Revised Statutes of 1950, to be comprised2
of R.S. 12:1701, relative to commercial regulations; to provide for notification to3
officers, members, managers, and partners of certain changes; to provide for certain4
terms, conditions, and procedures; to provide that notice be given to certain5
individuals; to provide for documents; to provide for a cause of action; to provide for6
judicial review; to provide for the duties of a certain court; and to provide for related7
matters.8
Be it enacted by the Legislature of Louisiana:9
Section 1. Chapter 26 of Title 12 of the Louisiana Revised Statutes of 1950,10
comprised of R.S. 12:1701 is hereby enacted to read as follows: 11
CHAPTER 26. PROVISIONS APPLICABLE TO MORE THAN ONE KIND OF12
BUSINESS ORGANIZATION13
ยง1701. Notification to officers, members, managers, and partners14
A. Any document or record required to be submitted to the secretary of15
state pursuant to this Title by a corporation, limited liability company, or16
partnership, shall not be submitted to the secretary of state until after each17 SB NO. 516
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officer, member, manager, or partner has been notified in writing of the1
submission and provided with a copy of such submission.2
B. It shall be unlawful for any officer, member, manager, or partner, or3
any agent thereof, to remove the name of any other officer, member, manager,4
or partner from any record or document which is filed with the secretary of5
state unless the individual whose name is to be removed has been notified, in6
writing, of the removal prior to such submission to the secretary of state.7
C. The following notice shall be printed on every form or document8
which is filed with the secretary of state and which contains the names of9
officers of a corporation, members or managers of a limited liability company,10
or partners of a partnership and which affords an individual the opportunity11
to remove or delete the name of another individual:12
"NOTICE13
I hereby swear or affirm all of the following:14
(1) The information which I have submitted is accurate and correct.15
(2) I have notified each individual whose name is removed from this form16
or document, his agent, or his succession representative, that I am removing the17
individual's name.18
(3) I understand that pursuant to the provisions of Louisiana Revised19
Statute 14:133 filing false public records is the filing or depositing for record in20
any public office or with any public official, or the maintaining as required by21
law, regulation, or rule, with knowledge of its falsity any forged document, any22
wrongfully altered document, or any document containing a false statement or23
false representation of a material fact. I further understand that whoever24
commits the crime of filing false public records shall be imprisoned for not25
more than five years with or without hard labor or shall be fined not more than26
five thousand dollars, or both, and may be ordered to pay restitution to the state27
if the state suffered a loss as a result of the offense."28
D. (1) Should any officer, member, manager, or partner have his name29 SB NO. 516
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removed from any document or record filed with the secretary of state, without1
his express permission, the aggrieved party may file suit in the Nineteenth2
Judicial District Court against the officer, member, manager, or partner, or3
their agent, who caused the aggrieved party's name to be removed from such4
document or record.5
(2) The secretary of state shall be made a party to the suit.6
(3) The court shall conduct a hearing within ten days after service of7
process of the suit on all parties.8
(4) Should the court find that the name of the aggrieved party was9
improperly or fraudulently removed from the documents and records of the10
secretary of state, the court shall order the secretary of state to replace the11
name of the aggrieved individual to all appropriate documents and records of12
the secretary of state.13
The original instrument and the following digest, which constitutes no part
of the legislative instrument, were prepared by Carla S. Roberts.
DIGEST
Present law provides for the regulation of corporations, limited liability companies and
partnerships by the secretary of state.
Proposed law retains present law but provides that any document or record required to be
submitted to the secretary of state by a business corporation, limited liability company, or
partnership, will not be submitted until after each officer, member, manager, or partner has
been notified in writing of the submission and provided with a copy of such submission.
Proposed law provides that it shall be unlawful for any officer, member, manager, or partner,
or any agent thereof, to remove the name of any other officer, member, manager, or partner
from any record or document which is filed with the secretary of state unless the individual
whose name is to be removed has been notified in writing of the removal prior to such
submission to secretary of state.
Proposed law provides that the following notice shall be printed on every form or document
which is filed with the secretary of state and which contains the names of officers of a
corporation, members or managers of a limited liability company, or partners of a
partnership and which affords an individual the opportunity to remove or delete the name
of another individual:
"NOTICE
I hereby swear or affirm all of the following:
1. The information which I have submitted is accurate and correct. SB NO. 516
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words in boldface type and underscored are additions.
2. I have notified each individual whose name is removed from this form or
document, his agent, or his succession representative, that I am removing the
individual's name.
3. I understand that pursuant to the provisions of Louisiana Revised Statute
14:133 filing false public records is the filing or depositing for record in any
public office or with any public official, or the maintaining as required by
law, regulation, or rule, with knowledge of its falsity any forged document,
any wrongfully altered document, or any document containing a false
statement or false representation of a material fact. I further understand that
whoever commits the crime of filing false public records shall be imprisoned
for not more than five years with or without hard labor or shall be fined not
more than five thousand dollars, or both, and may be ordered to pay
restitution to the state if the state suffered a loss as a result of the offense."
Proposed law provides that should any officer, member, manager, or partner have his name
removed from any document or record of the secretary of state, without his express
permission, the aggrieved party may file a lawsuit in the 19
th
Judicial District Court against
the officer, member, manager, or partner, or their agent, who caused the aggrieved party's
name to be removed from such document or record.
Proposed law provides that the court will conduct a hearing within 10 days after service of
process of the law suit.
Proposed law provides that should the court find that the name of the aggrieved party was
improperly or fraudulently removed from the documents and records of the secretary of
state, the court shall order the secretary of state to replace the name of the aggrieved
individual to all appropriate documents and records of the secretary of state.
Effective August 1, 2012.
(Adds R.S. 12:1701)