§ 12:1-120 — Requirements for documents; extrinsic facts

§1-120. Requirements for documents; extrinsic facts
A. A document must satisfy the requirements of this Section, and of any other
provision of this Chapter that adds to or varies these requirements, to be entitled to filing by
the secretary of state.
B. The filing of the document in the office of the secretary of state must be required
or permitted by this Chapter.
C. The document must contain the information required by this Chapter. It may
contain other information as well.
D. The document must be typewritten or printed or, if transmitted electronically or
online, it must be in a format that can be retrieved or reproduced in typewritten or printed
form. The inclusion of handwritten notations or entries on a typewritten or printed document
does not affect the eligibility of the document for filing.
E. The document must be in the English language. A corporate name need not be
in English if written in English letters or Arabic or Roman numerals, and the certificate of
existence required of foreign corporations need not be in English if accompanied by a
reasonably authenticated English translation.
F. The document must be signed by one of the following:
(1) By the chairman of the board of directors of a domestic or foreign corporation,
by its president, or by another of its officers.
(2) If directors have not been selected or the corporation has not been formed, by an
incorporator.
(3) If the corporation is in the hands of a receiver, liquidator, trustee, or other
court-appointed fiduciary, by that fiduciary.
G. The person executing the document shall sign it and state, beneath or opposite the
person's signature, the person's name and the capacity in which the document is signed. The
document may but need not contain a corporate seal.
H. Except as provided in R.S. 12:1701, the following documents shall be
acknowledged by one of the persons who signs the document or instead shall be executed by
authentic act:
(1) Articles of incorporation.
(2) Written consent to appointment by a registered agent.
(3) Articles of correction.
(4) Articles of amendment.
(5) Articles of merger.
(6) Articles of share exchange.
(7) Articles of domestication.
(8) Articles of nonprofit conversion.
(9) Articles of nonprofit domestication and conversion.
(10) Articles of entity conversion.
(11) Articles of dissolution.
(12) Articles of revocation of dissolution.
(13) Articles of termination.
(14) Articles of reinstatement.
(15) Contract acknowledgment statement by a corporation that contracts with the
state.
(16) Articles of charter surrender.
I. If the secretary of state has prescribed a mandatory form for the document pursuant
to R.S. 12:1-121, the document must be in or on the prescribed form.
J. The document must be delivered to the office of the secretary of state for filing.
Delivery may be made by electronic or online transmission if and to the extent permitted by
the secretary of state. If it is filed in typewritten or printed form and not transmitted
electronically or online, the secretary of state may require one exact or conformed copy to
be delivered with the document, except as provided in R.S. 12:1-503.
K. When the document is delivered to the office of the secretary of state for filing,
the correct filing fee and any tax, fee, or penalty required to be paid therewith by this Chapter
or other provision of law must be paid, or provision for payment made, in a manner
permitted by the secretary of state.
L. Whenever a provision of this Chapter permits any of the terms of a plan or a filed
document to be dependent on facts objectively ascertainable outside the plan or filed
document, the following provisions apply:
(1) The manner in which the facts will operate upon the terms of the plan or filed
document shall be set forth in the plan or filed document.
(2) The facts may include any of the following but are not limited to:
(a) Any of the following that is available in a nationally recognized news or
information medium either in print or electronically: statistical or market indices, market
prices of any security or group of securities, interest rates, currency exchange rates, or similar
economic or financial data.
(b) A determination or action by any person or body, including the corporation or any
other party to a plan or filed document.
(c) The terms of, or actions taken under, an agreement to which the corporation is
a party or any other agreement or document.
(3) As used in this Subsection:
(a) "Filed document" means a document filed with the secretary of state under any
provision of this Chapter except R.S. 12:1-1621.
(b) "Plan" means a plan of domestication, nonprofit conversion, entity conversion,
merger, or share exchange.
(4) The following provisions of a plan or filed document may not be made dependent
on facts outside the plan or filed document:
(a) The name and address of any person required in a filed document.
(b) The registered office of any entity required in a filed document.
(c) The registered agent of any entity required in a filed document.
(d) The number of authorized shares and designation of each class or series of shares.
(e) The effective date of a filed document.
(f) Any required statement in a filed document of the date on which the underlying
transaction was approved or the manner in which that approval was given.
(5) If a provision of a filed document is made dependent on a fact ascertainable
outside of the filed document, and that fact is not ascertainable by reference to a source
described in Subparagraph (L)(2)(a) of this Section or a document that is a matter of public
record, or the affected shareholders have not received notice of the fact from the corporation,
then the corporation shall file with the secretary of state articles of amendment setting forth
the fact promptly after the time when the fact referred to is first ascertainable or thereafter
changes. Articles of amendment under this Paragraph are deemed to be authorized by the
authorization of the original filed document or plan to which they relate and may be filed by
the corporation without further action by the board of directors or the shareholders.
M. As used in this Section, "online" means through the secretary of state's
commercial online computer system.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 554, §2, eff. Jan. 1, 2018; Acts 2023, No. 26, §2.