Louisiana § RS 12:1-1402 - Dissolution by board of directors and shareholders
Full text of Louisiana Louisiana Civil Code § RS 12:1-1402 — Dissolution by board of directors and shareholders, with citation guidance and answers to common questions.
§ RS 12:1-1402. Dissolution by board of directors and shareholders
A. A corporation's board of directors may propose dissolution for submission to the shareholders.
B. For a proposal to dissolve to be adopted, both of the following requirements must be met:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders.
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in Subsection E of this Section.
C. The board of directors may condition its submission of the proposal for dissolution on any basis.
D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
E. Unless the articles of incorporation or the board of directors acting pursuant to Subsection C of this Section require a greater vote or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of at least a majority of the votes entitled to be cast.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
Source: official Louisiana text · Last verified 2026-08-27
Frequently Asked Questions About Louisiana § RS 12:1-1402
What does Louisiana Civil Code § RS 12:1-1402 cover?
Section RS 12:1-1402 ("Dissolution by board of directors and shareholders") 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 12:1-1402?
A common citation format is "Louisiana Civil Code § RS 12:1-1402" (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 12:1-1402 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.