§ 12:256 — Certificate of dissolution; assets omitted from liquidation; post-dissolution

§256. Certificate of dissolution; assets omitted from liquidation; post-dissolution
proceedings
A. When a corporation has been liquidated completely:
(1) If the proceeding is subject to the supervision of the court, the court shall make
an order declaring the corporation to be dissolved.
(2) If the proceeding is out of court, the liquidator shall sign and acknowledge a
certificate stating that the corporation has been liquidated and is dissolved. The secretary of
state may prescribe and furnish forms for the certificate.
(3) If the corporation is not permitted to distribute its net assets to its members, the
certificate or order shall state the disposition of any net assets. The certificate or order shall
be in accordance with the provisions of the resolution or written consent of dissolution, if the
dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the
certificate or order shall comply with the order of court.
B. The order or the certificate of the liquidator shall be filed with the secretary of
state, who, after all fees, charges, taxes, unemployment compensation contributions,
penalties, and interest have been paid as required by law and evidenced by certificates of the
secretary of the Department of Revenue and the administrator of Louisiana Employment
Security Law, shall record the same in his office and shall issue a certificate of dissolution
of the corporation effective as of the date, which shall be stated therein, of filing of the order
or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the
secretary of state, shall be filed for record in the office of the recorder of mortgages in the
parish in which the corporation had its last registered office.
C. Upon issuance of the certificate of dissolution, the corporate existence shall cease
as of the effective date stated in the certificate, except for the sole purpose of any action or
suit commenced theretofore by, or commenced timely against, the corporation.
D. Any movable or immovable property inadvertently or otherwise omitted from the
liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall
be distributed accordingly.
E. Following cessation of the corporate existence, the liquidator shall still have
power to take all action required to preserve the interests of the corporation, its creditors and
members; and the court shall have power, on application by any interested party, to appoint,
ex parte or on such notice as the court may order, a new liquidator for any proper purpose in
case of the death, disability or unwillingness to serve of the last previous liquidator.

Legislative History

Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.