§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.

(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.

Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997.