§247.1. Change of jurisdiction of incorporation
A. Any nonprofit corporation may change its state of incorporation from this state
to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this
state from, any other jurisdiction the laws of which authorize such a change.
B.
(1)Such a change may be made by a Louisiana nonprofit corporation only
pursuant to authorization thereof by a majority of the voting power present, or by such larger
vote as the articles may require, at an annual or special meeting of the members or
shareholders, the notice of which sets forth consideration of such action as a purpose of the
meeting.
(2)There shall be filed with the secretary of state a certificate as to such
authorization by the members or shareholders, signed by an off
Free access — add to your briefcase to read the full text and ask questions with AI
§247.1. Change of jurisdiction of incorporation
A. Any nonprofit corporation may change its state of incorporation from this state
to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this
state from, any other jurisdiction the laws of which authorize such a change.
B.(1) Such a change may be made by a Louisiana nonprofit corporation only
pursuant to authorization thereof by a majority of the voting power present, or by such larger
vote as the articles may require, at an annual or special meeting of the members or
shareholders, the notice of which sets forth consideration of such action as a purpose of the
meeting.
(2) There shall be filed with the secretary of state a certificate as to such
authorization by the members or shareholders, signed by an officer of the corporation and
acknowledged by the officer who signed it. The secretary of state may prescribe and furnish
forms for the certificate. The certificate may be delivered to the secretary of state for filing
as of any specified date, and, if specified upon such delivery, as of any given time on such
date, within thirty days after the date of delivery.
(3) When all taxes, fees, and charges have been paid as required by law, the secretary
of state shall record the certificate in his office, endorse thereon the date and, if requested,
the hour of the filing thereof with him, and issue to the corporation a certificate reciting that
it has taken all action required under the laws of this state to change its state of incorporation
to such other jurisdiction.
(4) A multiple original of the certificate issued by the secretary of state, or a copy
certified by the secretary of state, shall thereafter be filed for record in the office of the
recorder of mortgages of the parish in which the registered office of the corporation is
located.
(5) The corporation shall be deemed, when compliance has been had with the
applicable requirements of the laws of such other jurisdiction, to be incorporated solely under
the laws of such other jurisdiction and no longer under the laws of this state.
(6) Officially certified copies of the certificate of incorporation or other official
certificate evidencing the corporation's incorporation under the laws of such other
jurisdiction shall be filed with the secretary of state and in the office of the recorder of
mortgages of the parish in which the registered office of the corporation was last located.
C.(1) Such a change may be made by a foreign nonprofit corporation by filing with
the secretary of state:
(a) A copy of its original or restated articles or certificate of incorporation and all
amendments thereto subsequent to the latest restatement, which articles or certificate as
amended or restated shall comply in substance with the provisions of R.S. 12:202 through
204.
(b) An application for incorporation under this Chapter, signed by an officer of the
corporation and acknowledged by the officer who signed it, setting forth the jurisdiction
under the laws of which it is incorporated and the number of issued shares of each class of
its authorized stock, if any, or its number of members. The secretary of state may prescribe
and furnish forms for the application of incorporation.
(c) A certificate by the secretary of state or other proper officer of the jurisdiction in
which the corporation is incorporated, reciting that the corporation has taken all action
required under the laws of such jurisdiction to become a nonprofit corporation incorporated
under the laws of this state.
(2) These documents may be delivered to the secretary of state for filing as of any
specified date, and, if specified upon such delivery, as of any given time on such date, within
thirty days after the date of delivery. When all taxes, fees, and charges have been paid as
required by law, the secretary of state shall record such documents in his office, endorse on
each the date and, if requested, the hour of filing thereof with him, and issue a certificate of
incorporation to the corporation under the laws of this state, which shall show the date and,
if endorsed on such documents, the hour of filing of such documents with him.
(3) The certificate of incorporation shall be conclusive evidence of the fact that the
corporation has been duly incorporated under the laws of this state, except that in any
proceeding brought by the state pursuant to R.S. 12:262, the certificate of incorporation shall
be only prima facie evidence of due incorporation.
(4) Effective as of the time of filing such documents with the secretary of state, the
corporation shall be deemed to be incorporated solely under the laws of this state and no
longer under the laws of such other jurisdiction.
(5) Multiple originals, or copies certified by the secretary of state, of such documents
filed with the secretary of state, with a copy of the certificate of incorporation, shall thereafter
be filed for record in the office of the recorder of mortgages of the parish in which the
registered office of the corporation is located. A copy of the certificate of incorporation,
certified by the secretary of state, shall be filed as required by the laws of such other
jurisdiction.