Louisiana corporate bylaws are legally binding documents laying down the framework for a corporation’s internal operations. They define the roles and responsibilities of the officers, directors, and committees and cover topics such as stockholder and board meetings, access to corporate records, and the issuance of shares.
These guidelines help ensure the corporation’s daily operations run smoothly and establish business objectives. The board of directors is responsible for drafting the bylaws, which include procedures for electing directors and filling vacant board positions. The bylaws also specify the minimum number of votes required to alter them in the future.
Legal Requirements
Louisiana corporations are not legally required to have bylaws, but drafting them is highly recommended.
- Annual Meetings – Scheduled gatherings for stakeholders to discuss the company’s performance and strategy [1] . The meeting may be held more frequently than once a year if provided by the bylaws.
- Corporate Bylaws – A set of rules that govern the internal management of an organization [2] . A company may adopt any bylaw that it wishes as long as the bylaw is not illegal or in conflict with its Articles of Incorporation.
- Issuance of Stock – Stock is issued by the Board of Directors or the shareholders. Payment for stock may be in the form of tangible or intangible assets and at any such price as set by the Board [3] .
Naming Considerations
- Required Words: “Corporation, Incorporated, or Limited (and abbreviations thereof), with the option to add “Company” or “Co.” as long as they are not immediately preceded by “and” or “&.”
- Prohibited Words: Must obtain consent from the appropriate agency to use terms related to licensed professions, businesses, or industries.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable for two extensions of not more than 30 days each.
- Transferability: Yes.
Emergency Bylaws
Corporations can establish special bylaws that provide rules for conducting business and managing board meetings during catastrophic events [4] . These bylaws remain effective only during the period of emergency and cease thereafter. Any provision of the regular bylaws that does not conflict with the emergency bylaws will also remain in effect during this time.
