This text of Louisiana § 12:257 (Termination of proceedings for dissolution) is published on Counsel Stack Legal Research, covering Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§257. Termination of proceedings for dissolution
A. The court may dismiss a proceeding for dissolution under its supervision, at any
time before the corporate existence ceases, upon a showing that cause for dissolution no
longer exists, or on motion by the party or parties who instituted the proceeding, and shall
dismiss a voluntary proceeding upon termination thereof by the members as permitted by
Subsection B of this Section.
B.
(1)At any time before the corporate existence ceases, a voluntary proceeding for
dissolution may be terminated by such affirmative vote of the members as was required to
commence the proceeding, given at a special meeting called by the liquidator or the board
of directors, the notice of which set forth consideration of termination of the proceeding as
a purpose o
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§257. Termination of proceedings for dissolution
A. The court may dismiss a proceeding for dissolution under its supervision, at any
time before the corporate existence ceases, upon a showing that cause for dissolution no
longer exists, or on motion by the party or parties who instituted the proceeding, and shall
dismiss a voluntary proceeding upon termination thereof by the members as permitted by
Subsection B of this Section.
B.(1) At any time before the corporate existence ceases, a voluntary proceeding for
dissolution may be terminated by such affirmative vote of the members as was required to
commence the proceeding, given at a special meeting called by the liquidator or the board
of directors, the notice of which set forth consideration of termination of the proceeding as
a purpose of the meeting. Certificates of such action shall be signed by an officer of the
corporation and acknowledged by the officer who signed them.
(2) The secretary of state may prescribe and furnish forms for the certificate.
(3) One certificate shall be filed with the secretary of state, who, after all fees and
charges have been paid as required by law, shall file the same in his office and endorse
thereon the date of filing thereof with him. One certificate shall be filed for record in the
office of the recorder of mortgages of the parish in which the corporation's registered office
is located, and one certificate shall be filed with the court, if the dissolution is under the
supervision of the court.
C. Termination of an involuntary proceeding shall be effective upon dismissal
thereof by the court. Termination of a voluntary proceeding shall be effective when the
certificate is filed with the secretary of state. Upon termination, the liquidator shall be
divested of his powers, which shall revert to the directors, officers and members.
D. Notice of termination of the dissolution shall be published at least once in a
newspaper of general circulation in the parish in which the corporation's principal office is
located.