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 – RS 12:1-701
- Corporate Bylaws – RS 12:1-206
- Issuance of Stock – RS 12:1-621
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: 60 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. (RS 12:1-207)
