La. Corporations and Associations § 12:1-921

Current with operative changes from the 2024 Third Special Legislative Session

Section 12:1-921 - Action on a plan of domestication

In the case of a domestication of a domestic business corporation in a foreign jurisdiction, all of the following shall apply:

(1) The plan of domestication must be adopted by the board of directors.

(2) After adopting the plan of domestication, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or R.S. 12:1-826 applies. If either the board of director makes such a determination or R.S. 12:1-826 applies, the board of directors must transmit to the shareholders the basis for so proceeding.

(3) The board of directors may condition its submission of the plan of domestication to the shareholders on any basis.

(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the domestication.

(5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of domestication requires the approval of at least a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of each such separate voting group by at least a majority of the votes entitled to be cast on the domestication by that voting group.

(6) Subject to Paragraph (7) of this Section, separate voting by voting groups is required by each class or series of shares that are any of the following:

(a) To be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.

(b) Entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under R.S. 12: 1-1004.

(c) Entitled under the articles of incorporation to vote as a voting group to approve an amendment of the articles.

(7) The articles of incorporation may expressly limit or eliminate the separate voting rights provided for in Subparagraph (6)(a) of this Section.

(8) If any provision of the articles of incorporation, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

La. Corporations and Associations § 12:1-921

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

Added by Acts 2014, No. 328,s. 1, eff. 1/1/2015.