Corporation Charter Amendment and Legal-Name-Change Requirements in Louisiana
At a glance
| Governing law, document, entity, and scope | Louisiana Business Corporation Act, La. R.S. 12:1-101 et seq.; an ordinary domestic nonpublic corporation files articles of amendment with the Secretary of State (§§ 12:1-1001 to -1009) |
|---|---|
| Amendable provisions and name-change boundary | May add or change a provision permitted or required when effective, or delete one no longer required; the board may change the name unless the articles opt out, but the new name must meet designator, wording, distinguishability, consent/judgment, and regulated-word rules (§§ 12:1-1001, -1005(5), 12:1-401) |
| Authority before shares issue | Before any shares issue, the board may amend; if there is no board, the incorporators may amend (§ 12:1-1002) |
| Board proposal, recommendation, and abandonment | For an ordinary nonpublic corporation with shares, § 12:1-1003(A) requires shareholder approval but no board proposal or recommendation; the board has only listed board-only routes. Public corporations use a different board proposal/recommendation/condition sequence (§§ 12:1-1003, -1005) |
| Shareholder notice, consent, quorum, and vote | Give every shareholder 10-60 days' meeting notice with the amendment and planned voting groups; default approval is a majority of all votes entitled. Written consent is unanimous unless the articles authorize the meeting-equivalent threshold, with 10-day follow-up notice (§§ 12:1-1003(A), 12:1-704-.705) |
| Class, series, nonvoting shares, and appraisal | Affected classes or series vote separately, including otherwise nonvoting shares; similarly affected groups vote together unless the articles or board require separation. Appraisal ordinarily reaches fractional-share repurchase amendments or expressly granted amendment rights, subject to market and preferred-share limits (§§ 12:1-1004, 12:1-1302) |
| Board-only, agent, correction, and bylaw routes | Board-only routes include a general name change and listed stale-information, share, and series changes; agent/office changes use a statement, filing inaccuracies use articles of correction, and bylaws use separate board/shareholder authority (§§ 12:1-1005, 12:1-124, 12:1-502, 12:1-1020) |
| Contents, signer, fee, and effective time | State name, amendment text, adoption date, implementation terms, and approval route; chairman, president, or another officer signs; acknowledgment or authentic act required; online if permitted or typed/printed delivery; ninety-five dollars since Oct. 1, 2026; receipt or delayed effect up to 90 days (§§ 12:1-120, -123, -1006; § 49:222; Act 921) |
| Restatement, publication, and name follow-up | Board may restate with or without shareholders to consolidate; new amendments retain their required approval, the restatement supersedes prior articles, and the filing fee is ninety-five dollars since Oct. 1, 2026. No statewide publication step appears; former-name proceedings continue (§§ 12:1-1007, -1009; § 49:222; Act 921) |
| Special-entity and disputed-change boundaries | Ordinary nonpublic private corporation only; public corporations use the board-led route, while nonprofit, professional, regulated-name, foreign, securities-market, tax, lender, investor, foreign-registration, and disputed-authority issues can add or change rules (§§ 12:1-401, -1003(B), -1302) |
Requirements one by one
Louisiana uses articles of amendment
An ordinary domestic business corporation amends its public articles of incorporation under La. R.S. §§ 12:1-1001 through 12:1-1009. After the required approval, § 12:1-1006 sends articles of amendment to the Secretary of State.
The effective-date law controls what the articles may contain
Under § 12:1-1001, the articles may add or change a provision required or allowed when the amendment becomes effective, or deletion of a provision no longer required. It also has a narrow duration-extension route after expiration unless termination, unrevoked dissolution articles, or a final dissolution judgment blocks it.
For a legal-name change, § 12:1-401 requires an approved designator and record distinguishability. It separately restricts misleading and regulated wording, allows consent or a court judgment in specified name conflicts, and keeps fictitious, assumed, and trade names outside the corporate-name chapter.
Before shares issue, the board or incorporators may amend
Under § 12:1-1002, the board may adopt an amendment before the corporation has issued any shares. If no board exists, the incorporators may act instead. That route ends when shares issue.
A nonpublic corporation does not use the public board-led sequence
For an ordinary nonpublic corporation with issued shares, § 12:1-1003(A) requires shareholder approval but does not require the board first to adopt, submit, or recommend the proposal. The same section expressly gives public corporations the board adoption, recommendation, conflict explanation, and conditional-submission sequence. That public-company route should not be imported into this page's private-corporation answer.
The default private-corporation threshold is at least a majority of all votes entitled to be cast on the amendment, not merely a majority of votes cast. Every shareholder receives the amendment-meeting notice, including nonvoting holders. Together, § 12:1-705 and § 12:1-1003 require 10 to 60 days' notice, the amendment text, and identification of the planned separate voting groups.
Written consent under § 12:1-704 is unanimous by default. The articles may authorize consent by the same minimum vote that would approve the action at a meeting. Less-than-unanimous consent then triggers follow-up notice within 10 days to nonconsenting voting shareholders and covered nonvoting shareholders.
Affected classes and series vote separately
Under § 12:1-1004, specified reclassifications, rights changes, superior new shares, preemptive-right limits, and accumulated-distribution changes create a separate class or series vote. Otherwise nonvoting shares receive this vote. Similarly affected groups vote together unless the articles or board require separate treatment.
Appraisal is not automatic for every amendment. Under § 12:1-1302, the law covers the fractional-share repurchase situation and additional amendment rights granted by the articles, bylaws, or a board resolution. Organized-market and other statutory limits can remove or qualify the right.
The board may change the corporate name alone
Unless the articles provide otherwise, § 12:1-1005 permits the board to change the corporate name without shareholder approval. Its other board-only routes cover listed stale charter information, limited share changes, and authorized class or series terms. It is a list, not a general board power to bypass the private-corporation shareholder threshold.
Registered-agent or registered-office changes use the statement in § 12:1-502. Filing inaccuracies and execution or transmission defects use articles of correction under § 12:1-124. Bylaw changes follow the separate board-and-shareholder authority in § 12:1-1020.
Louisiana requires acknowledged or authentic-act articles
The filing states the corporate name, each amendment's text and adoption date, implementation terms for a share exchange, reclassification, or cancellation, and the applicable no-shareholder or shareholder-approval statement.
Under § 12:1-120, the chairman, president, or another officer may sign. Unlike many states, Louisiana requires articles of amendment to be acknowledged by a signer or executed by authentic act. Delivery may be electronic or online if the Secretary permits it, or typewritten or printed through the ordinary filing route.
Under § 12:1-123, the filing ordinarily takes effect on receipt or at a later time that day. A delayed date may be no later than 90 days after receipt.
The amendment filing fee
Section 49:222, as amended by 2026 Act 921 effective October 1, 2026, charges $95 for articles of amendment or restatement. Optional while-you-wait service costs $60 and 24-hour service costs $35 under that act.
Restatement consolidates the articles
Under § 12:1-1007, the board may restate with or without shareholder approval to consolidate the articles and amendments. A new amendment inside the restatement keeps whatever shareholder approval § 12:1-1003 requires. Filed restated articles supersede the original articles and all prior amendments.
The amendment chapter states no statewide publication step for an ordinary amendment or name change. A name change does not abate a proceeding brought by or against the corporation under its former name (§ 12:1-1009).
What trips people up
- The ordinary private-corporation route is not the public-corporation route. Do not add a statutory board recommendation that § 12:1-1003(A) does not require.
- The default shareholder denominator is all votes entitled to be cast. A meeting with light turnout does not lower that statutory majority.
- Written consent is unanimous unless the articles themselves authorize a lower meeting-equivalent threshold.
- Board-only name-change authority begins with “unless the articles of incorporation provide otherwise.” Read the current articles before using it.
- Articles of amendment require acknowledgment or authentic-act execution. Louisiana does not treat that formality as optional.
- The online § 49:222 compilation still displays the old $75 filing and $50/$30 expedited charges. Act 921 made them $95, $60, and $35 on October 1, 2026.
Common questions
Must the board approve every Louisiana private-corporation amendment?
No. For a nonpublic corporation with issued shares, § 12:1-1003(A) requires shareholder approval but does not state a general board-proposal requirement. The board separately controls the listed board-only amendments in § 12:1-1005.
Can the board change the corporate name without shareholders?
Yes, unless the articles of incorporation provide otherwise. The new name still must satisfy § 12:1-401 and the corporation must file articles of amendment.
Is notarization or acknowledgment required?
Acknowledgment is required unless the articles are executed by authentic act. The list in § 12:1-120 expressly includes articles of amendment among the documents subject to that rule.
Does Louisiana require publication of a corporate name change?
The current amendment chapter states no statewide publication step. Separate regulated-name, license, property, contract, tax, or foreign-registration consequences are outside the filing answer.
Statutes and sources
- La. R.S. §§ 12:1-1001 through 12:1-1009. Authority, pre-share and post-share approval, public/private split, voting groups, board-only changes, filing, restatement, reorganization boundary, and effect. Official § 12:1-1006 (accessed October 2, 2026).
- La. R.S. §§ 12:1-704 and 12:1-705. Written consent and meeting-notice timing. Official § 12:1-704 (accessed October 2, 2026).
- La. R.S. § 12:1-1302. Amendment appraisal rights and limitations. Official text (accessed October 2, 2026).
- La. R.S. §§ 12:1-120, 12:1-123, and 12:1-124. Signer, acknowledgment, filing method, effective time, and correction. Official § 12:1-120 (accessed October 2, 2026).
- La. R.S. §§ 12:1-401, 12:1-502, and 12:1-1020. Corporate-name, registered-agent/office, and bylaw routes. Official § 12:1-401 (accessed October 2, 2026).
- La. R.S. § 49:222 and 2026 La. Acts No. 921. The online compilation shows former fees; the enrolled act sets the $95 filing and current optional expedite charges. Online compilation and enrolled act (accessed October 2, 2026).
- Louisiana Secretary of State fee schedule. Confirms the $95 charge for amended articles. Official fee schedule (accessed October 2, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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