Louisiana § RS 12:1-1005 - Amendment by board of directors
Full text of Louisiana Louisiana Civil Code § RS 12:1-1005 — Amendment by board of directors, with citation guidance and answers to common questions.
§ RS 12:1-1005. Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval to do any of the following:
(1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(2) Delete the names and addresses of the initial directors.
(3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state, or to delete the address of the initial principal office if the corporation has provided the address of its principal office in an annual report on file with the secretary of state.
(4) If the corporation has only one class of shares outstanding, then to do either of the following:
(a) Change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
(b) Increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
(5) Change the corporate name.
(6) Reflect a reduction in authorized shares, as a result of the operation of R.S. 12:1-631(B), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
(7) Delete a class of shares from the articles of incorporation, as a result of the operation of R.S. 12:1-631(B), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
(8) To make any change expressly permitted by R.S. 12:1-602(A) or (B) to be made without shareholder approval.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
Source: official Louisiana text · Last verified 2026-08-27
Frequently Asked Questions About Louisiana § RS 12:1-1005
What does Louisiana Civil Code § RS 12:1-1005 cover?
Section RS 12:1-1005 ("Amendment by board of directors") is part of the Louisiana Civil Code, the codified statutory law of Louisiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Louisiana § RS 12:1-1005?
A common citation format is "Louisiana Civil Code § RS 12:1-1005" (Louisiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Louisiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Louisiana official source linked on this page or consult a licensed Louisiana attorney.
How does Louisiana § RS 12:1-1005 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Louisiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Louisiana.