Louisiana § RS 12:212 - Shareholders' preemptive rights
Full text of Louisiana Louisiana Civil Code § RS 12:212 — Shareholders' preemptive rights, with citation guidance and answers to common questions.
§ RS 12:212. Shareholders' preemptive rights
Shareholders shall have only such preemptive rights as may be provided in the articles. If the articles simply provide that "Shareholders shall have preemptive rights", then:
A. Each holder of shares having voting rights shall, upon issuance for cash of shares having voting rights, have a preemptive right, during a reasonable period to be fixed by the board of directors (which need not exceed fifteen days after the giving or mailing of written notice to him of the terms and conditions on which such right is exercisable), to subscribe, at such price and upon such terms as may be fixed in the manner provided in R.S. 12:213, for such proportion of the shares to be issued, as the number of shares having voting rights held by him bears to the total number of shares having voting rights then outstanding.
B. A shareholder shall have no preemptive right to subscribe for shares:
(1) Which are to be issued for consideration other than cash; or
(2) Which are to be issued to satisfy conversion or option rights; or
(3) Which are treasury shares.
C. Shares which have been offered to shareholders having a preemptive right at a price or upon terms duly fixed, and which have not been subscribed for by them within the period fixed by the board of directors, may thereafter, for one year following the end of such period, be issued or sold to any other person or persons at a price not less than that at which they were offered to such shareholders.
Acts 1968, No. 105, §1.
Source: official Louisiana text · Last verified 2026-08-27
Frequently Asked Questions About Louisiana § RS 12:212
What does Louisiana Civil Code § RS 12:212 cover?
Section RS 12:212 ("Shareholders' preemptive rights") 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 12:212?
A common citation format is "Louisiana Civil Code § RS 12:212" (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 12:212 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.