Louisiana Corporate Bylaws

Louisiana corporate bylaws are the regulations dictating a corporation’s processes, inner structure, and policies. Generally, the initial bylaws are adopted during the initial meeting of the board and are amended according to shareholder wishes and the corporation’s interests as time progresses.

Last updated December 6th, 2024

Louisiana corporate bylaws are the regulations dictating a corporation’s processes, inner structure, and policies. Generally, the initial bylaws are adopted during the initial meeting of the board and are amended according to shareholder wishes and the corporation’s interests as time progresses.

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Are bylaws required in Louisiana?

No, Louisiana does not obligate corporations to operate under bylaws but recognizes their authority. [1]

Louisiana Corporate Laws

  • Corporate Tax: Louisiana applies a tax rate to corporations that is based on income.
      • 3.5% – $0.00 to $50,000
      • 5.5% – $50,000 – $150,000
      • 7.5% – $150,000 And Greater[2][3]
  • Board: Corporations must be “managed by a board of directors”; however, Louisiana will allow the board of directors to operate under any appropriate title.[4]
    • Number – Bylaws can consist of provisions to fix the number of directors on a board, but, generally, a board of directors consists of “not less than three natural persons,” with exceptions to corporations with less than three members.[5]
    • Qualifications – The bylaws, subject to action under the board or the shareholders, determine director qualifications such as “not being or having been subject to specified criminal, civil, or regulatory actions.” [6]
    • Term – The terms of all initial directors terminate during the first shareholder meeting while the terms of all directors that follow generally expire at subsequent annual elections “unless staggered in accordance with R.S. 12:1-806.” [7]
    • Staggered Terms – Incorporators avoid full board elections whenever they set the terms to stagger elections with different “two or three” groups of directors of equal size elected at different times. [8]
    • Fiduciary Duty – Corporate directors discharge duties in good faith while keeping the “best interests of the corporation” in mind.[9]
  • Meetings: By default, 10 to 60 days’ notice of a meeting’s place, date, and time must be given “to shareholders entitled to vote,” but the bylaws or articles may adjust this accordingly.[10]
  • Quorum: The bylaws, as well as the articles, may specifically call for a quorum minimum of “no fewer” than a third of the number of board directors for a quorum; otherwise, the default rule only requires a majority of the directors available just before the meeting.[11]
  • Emergency Bylaws: The board of directors can pass emergency bylaws so that the board may have the set procedures and policies “necessary for managing the corporation” when an emergency makes operating according to the bylaws impossible (i.e., a hurricane).[12]

Sources

  1. LA Rev Stat § 12:1-206 (2023)
  2. LA Rev Stat § 47:32 (2023)
  3. LA Rev Stat § 47:287.12 (2023
  4. LA Rev Stat § 12:224 (2023)
  5. LA Rev Stat § 12:224 (2023)
  6. LA Rev Stat § 12:1-802 (2023)
  7. LA Rev Stat § 12:1-805 (2023)
  8. LA Rev Stat § 12:1-806 (2023)
  9. LA Rev Stat § 12:1-830 (2023)
  10. LA Rev Stat § 12:1-705 (2023)
  11. LA Rev Stat § 12:1-824 (2023)
  12. LA Rev Stat § 12:1-207 (2023)