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      RS 12:1-202     


§1-202. Articles of incorporation and signed consent by agent to appointment

            A. The articles of incorporation shall set forth all of the following:

            (1) A corporate name for the corporation that satisfies the requirements of R.S. 12:1-401.

            (2) The number of shares the corporation is authorized to issue.

            (3) The street address, not a post office box only, of the corporation's initial registered office, and, if different, the street address, not a post office box only, of the corporation's initial principal office.

            (4) The name and street address, not a post office box only, of its initial registered agent.

            (5) If the corporation chooses to reject or limit the protection against liability of directors and officers that is provided by R.S. 12:1-832, a statement of the rejection or limitation.

            (6) The name and address of each incorporator.

            B. The articles of incorporation may set forth any of the following:

            (1) The names and street addresses, not a post office address only, of the individuals who are to serve as the initial directors.

            (2) Provisions not inconsistent with law regarding any of the following:

            (a) The purpose or purposes for which the corporation is organized.

            (b) Managing the business and regulating the affairs of the corporation.

            (c) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.

            (d) A par value for authorized shares or classes of shares.

            (3) Any provision that this Chapter requires or permits to be set forth in the bylaws.

            (4) A provision that limits, reduces, qualifies, or conditions the protection against liability of directors and officers provided by R.S. 12:1-832.

            (5) A provision permitting or making obligatory indemnification of a director or officer for liability, as defined in R.S. 12:1-850(3), to any person for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following:

            (a) A breach of the duty of loyalty owed by the director or officer to the corporation or its shareholders.

            (b) An intentional infliction of harm on the corporation or its shareholders.

            (c) A violation of R.S. 12:1-833.

            (d) An intentional violation of criminal law.

            (6) A provision prospectively limiting or eliminating any duty of a director or any other person to offer the corporation the right to participate in any business opportunity or in any class or category of business opportunity. The provision shall not limit or eliminate any duty of an officer or a related person of an officer until qualified directors, acting after the effective date of the provision and in accordance with the procedures set forth in R.S. 12:1-862, approve the application of the provision to that officer or related person. The approval shall have prospective effect only and may allow the provision to apply in full or to apply as limited by the terms of the approval.

            (7) A provision that cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, that are not claimed by the shareholders entitled thereto within a reasonable time, not less than one year in any event, after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the corporation, and the corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided that the board of directors may, at any time, for any reason satisfactory to it, but need not, authorize either of the following:

            (a) Payment of the amount of any cash or property dividend or redemption price.

            (b) Issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the person that would be entitled thereto had such reversion not occurred.

            C. The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.

            D. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with R.S. 12:1-120(L).

            E. As used in this Section, "related person" has the meaning specified in R.S. 12:1-860(5).

            F. A written consent to appointment, signed by the initial registered agent, shall be attached or appended to the articles of incorporation.

            Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.

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