Foil HB No. 743
(KEYWORD, SUMMARY, AND DIGEST as amended by Senate committee
amendments)
CORPORATIONS. Provides relative to the Business Corporation Act.
DIGEST
HB 743 Reengrossed 2015 Regular Session Foil
Proposed law defines "votes entitled to be cast", when used in specifying the proportion of
votes required to provide shareholder approval of an action, as the number of votes in a
voting group that would be cast at a meeting at which all shares in the voting group were
present and voting.
Present law provides for articles of incorporation to permit or obligate corporate
indemnification of a director for "liability", as defined in present law, to any director for any
action taken or failure to take any action as a director. Provides for exceptions. Proposed
law retains present law and adds a corporate officer for whom the articles may permit or
obligate indemnification. Proposed law further provides that criteria for a "qualified director"
includes a director who, at the time certain action is to be taken, does not have a conflicting
interest transaction or a material relationship with another director who has a conflicting
interest transaction.
Present law authorizes a registered agent to be a domestic or foreign corporation or other
eligible entity. Further requires such registered agent to make certain filings with the
secretary of state. Proposed law retains present law and adds the filing requirement of a
statement setting forth the name of at least two individuals at the registered agent's address
in the state of La., each of whom is authorized to receive process served on it as such agent.
Present law authorizes a corporation to change its registered office or the identity or address
of its registered agent by requiring the corporation's filing of a statement with the secretary
of state setting forth certain information. Proposed law retains present law and further
requires such corporation to file with the secretary of state the name of at least two
individuals at its address in the state of La., each of whom is authorized to receive process
served on it as such agent.
Present law provides for a corporation's registered agent to be the corporation's agent for
service of process. Proposed law retains present law and authorizes service of process to be
made on an individual identified as authorized to receive service for the registered agent, if
there is a statement to this effect filed with the secretary of state.
Present law provides for the right of shareholders and oppressed shareholders to withdraw
from a corporation. Present law (R.S. 12:1-1436) provides for judicial determination of a
withdrawing shareholder's fair value of shares. Proposed law retains present law, but
requires such judicial determinations to be made as follows:
(1)In favor of the shareholder and against the corporation for the fair value of the
shareholder's shares.
(2)In favor of the corporation and against the shareholder to: (a) terminate the
shareholder's ownership of corporate shares, and (b) order the shareholder to deliver
to the corporation any certificate issued by the corporation or an affidavit specifying
certain information within 30 days of the judgment.
Proposed law provides for the fair value of a shareholder's or oppressed shareholder's shares
to be determined as of the effective date of the shareholder's notice of withdrawal pursuant
to present law (R.S. 12:1-1435(D)).
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Prepared by Jerry G. Jones. Present law provides for the context of transactions requiring appraisal as described in
present law (R.S. 12:1-1301(4)). Proposed law defines the context of transactions requiring
appraisal as a sale of the entire corporation in an arm's length transaction by a person who
owns all of the shares in the corporation.
Present law provides for the secretary of state to terminate the existence of a corporation by
filing a certificate of termination stating the grounds for termination. Further requires the
secretary of state to serve a copy of the certificate of termination to the corporation.
Proposed law removes the service requirement of the secretary of state.
(Amends R.S. 12:1-202(B)(5)(intro. para.), 1-143(A)(3),1-501(2)(b), 1-502(A)(5), 1-504(A),
1-1435(C), 1-1436(D), (E)(intro. para.), (1)(intro. para.), and (2), and 1-1442(A)(2) and (C);
Adds R.S. 12:1-140(25B) and 1-502(A)(7))
Summary of Amendments Adopted by House
The Committee Amendments Proposed by House Committee on Commerce to the
original bill:
1. Modify the proposed law definition of "votes entitled to be cast".
2. Provide that articles of incorporation are deemed to include a statement that
accepts the protection against monetary liability provided for in present law, if
a provision in the articles adopted on or before Dec. 31, 2014, limits or eliminates
all personal liability of a director or officer. Provides for exceptions to
limitations of liability.
3. Modify the proposed law definition of the phrase "context of transactions
requiring appraisal", as such phrase is indicated in present law.
4. Make technical changes.
The House Floor Amendments to the engrossed bill:
1. Make technical changes.
Summary of Amendments Adopted by Senate
Committee Amendments Proposed by Senate Committee on Commerce, Consumer
Protection, and International Affairs to the reengrossed bill
1. Added revision of certain criteria for "qualified director".
2. Deleted provisions relative to protection against monetary liability.
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Prepared by Jerry G. Jones.