The original instrument and the following digest, which constitutes no part of the
legislative instrument, were prepared by Beth O'Quin.
DIGEST
SB 33 Engrossed 2020 Second Extraordinary Session Foil
Present law provides for remote participation in shareholders' meetings.
Proposed law retains present law and provides that the board of directors (board) may determine
shareholders' meetings be held only by remote communication, unless the bylaws require meetings
be held at a place, and such meeting does not conflict with present law.
Present law provides the board may adopt a corporation's name change by substitution of a similar
word or abbreviation, or by adding, deleting, or changing a geographical attribution for the name
without shareholder approval, unless approval is required by the articles of incorporation.
Proposed law removes a corporation's name by substitution or a similar word or abbreviation or by
adding, deleting, or changing a geographical attribution from the corporation's name from present
law and retains a corporate name change may be approved by the board without shareholder
approval, unless approval is required by the articles of incorporation.
Present law provides a domestic parent corporation owing at least 90% of the voting power of each
class or series for a domestic or foreign subsidiary corporation, may merge the subsidiary into itself
or another subsidiary, or merge itself into the subsidiary without board or shareholder approval.
Proposed law retains present law and adds, unless the corporation's articles of incorporation or the
laws under which the subsidiary was organized requires approval, the domestic parent corporation
may merge the subsidiary into itself or another subsidiary, without approval of the shareholders of
the parent corporation or board or shareholders of the subsidiary.
Proposed law adds to present law that as a result of a merger, the articles of incorporation of the
parent corporation may be amended only as provided by law.
Effective upon signature of the governor or lapse of time for gubernatorial action.
(Amends R.S. 12:1-1005(5) and 1-1105(A) and (C); adds R.S. 12:1-709(C) and 1-1105(D))
Summary of Amendments Adopted by Senate
Committee Amendments Proposed by Senate Committee on Commerce, Consumer
Protection, and International Affairs to the original bill
1. Makes technical corrections.