§250. Voluntary proceedings for dissolution; authorization; appointment of liquidators
A.A voluntary proceeding for dissolution may be commenced upon authorization
by the members, or, if there are no members, by all of the incorporators. Such authorization
by the members may be given only by two-thirds in interest of the voting members present,
or by such larger vote (including the approval of members of other classes or series) as the
articles may require, at an annual or special meeting the notice of which set forth
consideration of the proposed dissolution as a purpose of the meeting.
B.If the corporation is not permitted to distribute its net assets to its members, the
resolution authorizing dissolution must provide for the disposition of any net assets.
C.The members or incorporato
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§250. Voluntary proceedings for dissolution; authorization; appointment of liquidators
A. A voluntary proceeding for dissolution may be commenced upon authorization
by the members, or, if there are no members, by all of the incorporators. Such authorization
by the members may be given only by two-thirds in interest of the voting members present,
or by such larger vote (including the approval of members of other classes or series) as the
articles may require, at an annual or special meeting the notice of which set forth
consideration of the proposed dissolution as a purpose of the meeting.
B. If the corporation is not permitted to distribute its net assets to its members, the
resolution authorizing dissolution must provide for the disposition of any net assets.
C. The members or incorporators authorizing the dissolution may authorize
liquidation of the affairs of the corporation out of court, by appointment of one or more
liquidators to conduct the liquidation, but the appointment shall not be operative until:
(1) Notice of authorization of the dissolution, stating that the corporation is to be
liquidated out of court and giving the name and post office address of each liquidator, has
been published at least once in a newspaper of general circulation in the parish in which the
corporation's registered office is located, and a copy of such notice, with the affidavit of the
publisher of the newspaper to the fact of such publication attached, has been filed with the
secretary of state; and
(2) A certificate that the dissolution has been authorized in accordance with this
Section, setting forth the manner of such authorization, has been signed by an officer of the
corporation, acknowledged by the officer who signed it, and filed with the secretary of state,
who, after all fees and charges have been paid as required by law, shall record the same in
his office and endorse thereon the date of filing thereof with him. The secretary of state may
prescribe and furnish forms for the certificate.
D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this
Section, certified by the secretary of state, shall be filed for record in the office of the
recorder of mortgages of the parish in which the corporation has its registered office.
E. If the members or incorporators do not authorize conduct of the liquidation out
of court, the corporation shall file a petition with the court, praying that the corporation be
liquidated and dissolved under the supervision of the court, whereupon the court shall
appoint a liquidator or liquidators, upon such conditions as to bond and compensation as it
may deem proper. Thereafter the liquidation proceedings shall be conducted under the
supervision and orders of the court.
F. When a corporation is being liquidated out of court, the liquidator appointed by
the members may at any stage of the proceeding apply to the court to have the proceeding
conducted under its supervision. On application by members holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding
conducted under its supervision. Upon such application by the liquidator, or the entry of
such order, the court shall confirm the appointment of the liquidator, and thereafter the
proceeding shall continue as if originally instituted subject to the supervision of the court;
but in such event the court shall require such bond of the liquidator as may have been
required by the members, or upon the application of any creditor or of members holding not
less than twenty-five per cent of the total voting power, the court may require the liquidator
to furnish bond in such sum as the court may direct.
G. Nothing contained in this Section shall interfere with a compromise arrangement
or reorganization pursuant to R.S. 12:260.
H. Notwithstanding any other provision of this Chapter to the contrary, a voluntary
proceeding for dissolution may be commenced upon authorization of a majority vote of
members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The
authorization for dissolution shall then proceed pursuant to the subsequent procedural steps
provided for in this Section which are not in conflict herewith.