§ 12:1-1005 — Amendment by board of directors

§1-1005. Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of
directors may adopt amendments to the corporation's articles of incorporation without
shareholder approval to do any of the following:
(1) Extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law.
(2) Delete the names and addresses of the initial directors.
(3) Delete the name and address of the initial registered agent or registered office,
if a statement of change is on file with the secretary of state, or to delete the address of the
initial principal office if the corporation has provided the address of its principal office in an
annual report on file with the secretary of state.
(4) If the corporation has only one class of shares outstanding, then to do either of
the following:
(a) Change each issued and unissued authorized share of the class into a greater
number of whole shares of that class.
(b) Increase the number of authorized shares of the class to the extent necessary to
permit the issuance of shares as a share dividend.
(5) Change the corporate name.
(6) Reflect a reduction in authorized shares, as a result of the operation of R.S.
12:1-631(B), when the corporation has acquired its own shares and the articles of
incorporation prohibit the reissue of the acquired shares.
(7) Delete a class of shares from the articles of incorporation, as a result of the
operation of R.S. 12:1-631(B), when there are no remaining shares of the class because the
corporation has acquired all shares of the class and the articles of incorporation prohibit the
reissue of the acquired shares.
(8) To make any change expressly permitted by R.S. 12:1-602(A) or (B) to be made
without shareholder approval.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2 nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.