§705. Incorporation; articles of incorporation; content; bylaws

A. Every association organized under this Chapter shall be incorporated and formed under written articles of incorporation. These articles shall be written in the English language and shall be signed by each incorporator or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by any incorporator before a notary public and two witnesses, or may instead be executed by authentic act.

B. The articles shall set forth:

(1) The name of the corporation and the general nature of the business to be transacted or a statement that the corporation may engage in any activity or business permitted by this Chapter.

(2) The duration of the corporation, if other than perpetual.

(3) The place chosen for its domicile, which shall be in this state.

(4) The full name and address of each incorporator and, in the case of a capital stock association, the full name and address of each subscriber and the number of shares subscribed.

(5) The maximum and minimum number of directors and the mode of their election.

(6) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of affairs of the corporation and any provision creating, dividing, limiting or regulating the powers of the corporation, the directors and the members or stockholders, or any class of members or stockholders, and also including, but not limited to, in the case of a capital stock association, provisions for cumulative voting for directors, and provisions governing the issuance of stock certificates to replace lost or destroyed certificates.

(7) In the case of capital stock association:

(a) The amount of capital stock authorized, showing the maximum number of shares of par value common stock and of preferred stock, of every kind, class, or series of each, together with the distinguishing characteristics and the par value of each.

(b) The amount of capital with which the corporation will begin business.

(c) A statement that stockholders shall have preemptive rights.

C. The articles may also contain any of the following:

(1) Any provision concerning the powers or rights of the corporation, the directors, or stockholders or members.

(2) Any other provision for the regulation of the business and conduct of the affairs of the corporation not prohibited by this Chapter or other laws of this state, including any provision authorized by R.S. 6:213(B)(3). The provisions of R.S. 6:213(B)(3) may be included in the articles of both mutual and stock associations.

(3) Authorization to adopt bylaws.

Acts 1970, No. 234, §1; Acts 1983, No. 675, §1; Acts 1987, No. 261, §4, eff. July 3, 1987; Acts 2015, No. 83, §1.