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Coding: Words which are struck through are deletions from existing law;
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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 relative to documents; to provide for a cause of action; to6
provide for judicial review; to provide for the duties of a certain court; and to provide7
for related 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 THAN12
ONE KIND OF BUSINESS ORGANIZATION13
ยง1701. Notification to officers, members, managers, and partners14
A.(1) Except in the case of a non-profit corporation, no document or15
record required to be submitted to the secretary of state pursuant to this Title16
by a corporation, limited liability company, or partnership that contains17 SB NO. 516
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Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions.
changes in the names of any officer, member, manager or partner, or any agent1
thereof, shall be submitted to the secretary of state when the document removes2
an officer, member, manager, or partner from the records of the secretary of3
state until such time as any of the following have taken place:4
(a) Express consent has been given by the person to be removed.5
(b) The person to be removed has been notified in writing by certified6
mail, return receipt requested.7
(2) Notification pursuant to this Subsection shall be deemed sufficient8
in any of the following circumstances:9
(a) Actual receipt of the certified mail is made upon the person to be10
removed.11
(b) Certified mail was mailed to the succession representative, if the12
person to be removed is deceased.13
(c) Certified mail was mailed to the person to be removed at the address14
on record with the secretary of state or to the succession representative and the15
letter was returned by the post office undelivered or undeliverable. 16
B. It shall be unlawful for any officer, member, manager, or partner, or17
any agent thereof, to remove the name of any other officer, member, manager,18
or partner from any record or document which is filed with the secretary of19
state unless the individual whose name is to be removed has consented or been20
notified, in writing by certified mail, return receipt requested in the manner21
provided in Subsection A of this Section.22
C. (1) Should any officer, member, manager, or partner have his name23
removed from any document or record filed with the secretary of state, in24
violation of this Section, the aggrieved party may file suit in the domicile of the25
business entity at issue against the officer, member, manager, or partner, or26
their agent, who caused the aggrieved party's name to be removed from such27
document or record.28
(2) The secretary of state shall be made a party to the suit.29 SB NO. 516
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(3) The court shall conduct a hearing within ten days after service of1
process of the suit on all parties.2
(4) Should the court find that the name of the aggrieved party was3
improperly or fraudulently removed from the documents and records of the4
secretary of state, the court shall order the secretary of state to replace the5
name of the aggrieved individual to all appropriate documents and records of6
the secretary of state.7
The original instrument was prepared by Carla S. Roberts. The following
digest, which does not constitute a part of the legislative instrument, was
prepared by Cathy Wells.
DIGEST
Crowe (SB 516)
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 no document or record required to be
submitted to the secretary of state by a business corporation, limited liability company, or
partnership that contains changes in the names of any officer, member, manager, or partner,
or any agent thereof will be submitted to the secretary when the document removes an
officer, member, manager, or partner from the records until such time as either of the
following take place:
1. Express consent has been given by the person to be removed.
2. The person to be removed has been notified in writing by certified mail, return
receipt requested.
Proposed law deems "notification" sufficient in any of the following circumstances:
1. Actual receipt of the certified mail is made upon the person to be removed.
2. Certified mail was mailed to the succession representative, if the person to be
removed is deceased.
3. Certified mail was mailed to the person to be removed at the address on record with
the secretary of state or to the succession representative and the letter was returned
by the post office undelivered or undeliverable.
Proposed law excludes non-profits from the scope of proposed law.
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 unless the individual whose
name is to be removed has consented or been notified in writing by certified mail, return
receipt requested, of the removal prior to such submission to secretary.
Proposed law provides that should any officer, member, manager, or partner have his name SB NO. 516
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Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions.
removed from any document or record of the secretary of state, in violation of proposed law,
the aggrieved party may file suit in the domicile of such business entity 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 requires the secretary of state to be made a party to the suit.
Proposed law provides that the court will conduct a hearing within 10 days after service of
process of the 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 to replace the name of the aggrieved individual to
all appropriate documents and records.
Effective August 1, 2012.
(Adds R.S. 12:1701)
Summary of Amendments Adopted by Senate
Committee Amendments Proposed by Senate Committee on Commerce, Consumer
Protection, and International Affairs to the original bill.
1. Removes the requirement that a notice must be printed on every form or
document which is filed with the secretary of state.
Senate Floor Amendments to engrossed bill
1. Changes the court the aggrieved party is required to file suit in from the 19
th
JDC to the court where such business entity is domiciled.
2. Limits of scope of proposed law to documents that contain changes in the
names of any officer, member, manager, or partner, or any agent thereof.
3. Excludes non-profits from proposed law.
4. Provides for notification and consent of person to be removed.