Business Corporation Board Committee Creation and Delegation in Louisiana

At a glance

Requirements one by one

Creation and membership

Section 12:1-825(A) lets the board create a committee with one or more directors. A person who is not a director may be appointed only in an advisory capacity and is not a committee member for statutory purposes. Creation and appointment need the greater of a majority of all directors in office or the article/bylaw number for action under § 12:1-824, unless the chapter provides otherwise (§ 12:1-825(B)). A separate § 12:1-862(A)(2) committee used for a conflict-transaction procedure must have only qualified directors; it must contain all board-qualified directors or members appointed by their majority. This page does not decide who qualifies or whether a transaction meets that procedure.

Alternates, delegation, and limits

The board may name director alternates. Unless the articles, bylaws, or creating resolution provide otherwise, nondisqualified members present may unanimously appoint another director to act temporarily for an absent or disqualified member (§ 12:1-825(G)). A committee may exercise board powers only to the extent specified by the board, articles, or bylaws. Subsection (E) bars shareholder-required actions, filling board or committee vacancies, and bylaw changes. A distribution is permitted only under a board-prescribed formula, method, or limits. Delegation alone does not establish a director's conduct compliance (§ 12:1-825(F)).

Procedure and records

Section 12:1-825(C) applies board meeting and consent provisions to committees. Section 12:1-824 generally requires a majority quorum and the greater of a majority present or the governing-document action number for a vote. Section 12:1-821 ordinarily requires each director's signed consent delivered to the corporation for action without a meeting. Section 12:1-1601(A) requires permanent records of committee actions taken in place of the board.

What trips people up

An advisory nondirector does not count as a statutory committee member under § 12:1-825(A). The temporary substitution rule in subsection (G) operates by default unless the governing documents change it, but subsection (E)(3) still bars filling a committee vacancy. Section 12:1-825 does not expressly let a committee create a subcommittee or pass down its authority.

Common questions

May a committee issue shares?

Section 12:1-825(E) states no separate share-issuance ban. The committee still needs authority specified under subsection (D), and an action requiring shareholder approval remains outside committee power under subsection (E)(2).

Does the qualified-director conflict procedure replace ordinary board approval?

Section 12:1-862(C) requires a majority, but at least two, qualified directors for its special quorum. Its separate procedure concerns the conflict transaction; the ordinary committee authority still comes from § 12:1-825(D).

Statutes and sources

• La. R.S. § 12:1-825 — Louisiana Legislature. Accessed 2026-09-26.
• La. R.S. § 12:1-824 — Louisiana Legislature. Accessed 2026-09-26.
• La. R.S. § 12:1-821 — Louisiana Legislature. Accessed 2026-09-26.
• La. R.S. § 12:1-1601 — Louisiana Legislature. Accessed 2026-09-26.
• La. R.S. § 12:1-862 — Louisiana Legislature. Accessed 2026-09-26.