Regular Session, 1979
House Bill Number 651
by Messrs. Bares, Bruneau & Downer
To amend Title
12 of the Louisiana Revised Statutes of 1950. To add thereto a new
Chapter 16, comprising R.S. 12:1086 through R.S. 12:1101, both inclusive,
to provide for the organization of professional architectural corporations
pursuant to the business corporations law, subject to the provisions
contained in the Chapter, to provide with respect to architects
engaged in the business of offering architectural services in corporate
form prior to the effective date hereof, to provide for the authority
of the Louisiana State Board of Architectural Examiners to regulate
the practice of architecture with respect to the use of the professional
corporate form and compliance with the Chapter, and otherwise to
provide with respect thereto.
ENACTED BY THE LEGISLATURE OF LOUISIANA:
SECTION 1. CHAPTER
16 of TITLE 12 of the LOUISIANA REVISED STATUTES OF 1950, COMPRISING
R.S. 12:1086 THROUGH R.S. 12:1101, BOTH INCLUSIVE, IS HEREBY ENACTED
TO READ AS FOLLOWS:
16, PROFESSIONAL ARCHITECTURAL CORPORATIONS
Defined As used in this Chapter:
Architectural Corporation" means a corporation organized pursuant
to this Chapter for the practice of architecture as provided for
by R.S. 37:141 through R.S. 37:158 inclusive, or a corporation which
is certified to be in compliance therewith by the Louisiana State
Board of Architectural Examiners.
B. All terms
used both in this Chapter and in Chapter 1 of this Title should
have the same meaning when used in this Chapter, as when used in
Chapter I -
formed under Chapter 1 of this Title for the purpose of practicing
architecture shall be subject to all of the provisions of Chapter
1, as the same may from time to time be amended, except to the extent
that such provisions are inconsistent with the provisions of this
name may consist of the full or last name or names of one or more
shareholders duly licensed to practice architecture in this state,
may include "Limited" or "LTD"; or it may consist of any other name
approved by the Secretary of State. However, in either case, the
name shall end with one of the phrases: "A Professional Corporation",
"An Architectural Corporation", "A Professional Architectural Corporation",
which phrase may be in parentheses. The name need not contain "Incorporated"
or "Inc." but such use shall not be prohibited.
architectural corporation shall engage in the business of the practice
of architecture and may engage in any business not in conflict with
such business activity. It may hold, own, lease or otherwise deal
in property for investment or in connection with its architectural
A. There shall
be only one class of shares of professional architectural corporations.
Denominated common shares which shall be either with or without
B. A majority
of the outstanding shares of a professional architectural corporation
shall be held by one or more natural persons duly licensed to practice
architecture in this state. Holding his shares in his own right.
C. The requirement
of R.S. 12:1090(B) may be met if such shares are held or owned by
a holding company, a majority of the stock of which is owned by
one or more natural persons duly licensed to practice architecture
in this state, and the holding company is the direct owner of the
stock of such professional architectural corporation.
A. Each certificate
of stock shall contain reference to any and all agreements among
the corporation's shareholders made pursuant to R.S. 12:1094.
of Incorporators, Subscribers, Shareholders, Directors, Offices
A. A subscriber
to or holder of shares of a professional architectural corporation
shall be under no liability to the corporation with respect to such
shares, other than the obligation of complying with the terms of
the subscription therefor, and said obligation shall continue whether
or not his rights or shares have been assigned or transferred.
B. A shareholder
shall not be personally liable for any debt or liability of the
C. Nothing in
this Chapter shall be construed as in derogation of any rights which
any person may by law have against an incorporator, subscriber,
shareholder, director, officer or agent of the corporation, because
of any fraud practiced upon him or because of any breach of professional
duty, or other negligent or wrongful act, by such person, or in
derogation of any right which the corporation may have against any
of such persons because of any fraud practiced upon it by him.
Any action by,
or requiring the assent of, the shareholders of a professional architectural
corporation may be taken on the affirmative vote of a majority,
or such greater proportion as the articles of incorporation may
specify, in the interest of the shareholders present or represented
at a meeting duly called and held on due notice or waiver thereof
in writing, at which a quorum is present or represented.
A. Any lawful
provision regulating the affairs of a professional architectural
corporation or the rights and liabilities of its shareholders, which
is not required to be set forth in the articles of incorporation,
may be set forth in an agreement among all of the shareholders.
number and qualifications of directors shall be determined by a
majority vote of the shareholders.
B. A majority
of the Board of Directors, if more than two, shall be natural persons,
duly licensed to practice architecture in this state.
having fewer than three directors shall have at least one director
who is a natural person, duly licensed to practice architecture
in this state.
having fewer than three directors pursuant to R.S. 12:1095(B) shall
have at least one director who is a natural person, duly licensed
to practice architecture in this state.
be a president, a secretary and such other officers as the shareholders
may elect. If there is only one shareholder, all offices may be
combined in his person.
A. A professional
architectural corporation shall be entitled to enter into contracts
to provide architectural services and such other contracts as may
be consistent with the practice of architecture.
services rendered on behalf of a professional architectural corporation
must be performed by or under the direct supervision of a natural
person duly licensed to practice architecture in this state,
C. A contract
to provide architectural services by a professional architectural
corporation which at any time during the existence of the contract
fails to comply with the requisites of LA.R.S. 12:1090(B) shall
be voidable by any other party thereto.
architectural corporations may be merged into or consolidated only
with other professional architectural corporations.
A. The fact
that it has less than a majority of outstanding shares held by one
or more natural persons duly licensed to practice architecture in
this state shall be an additional ground for involuntary dissolution
of a professional architectural corporation.
B. In the event
of the death of a shareholder of a professional architectural corporation,
said shareholder's succession representative or those placed in
possession of the shares of said shareholder if there be no administration
of the succession, as the case may be, shall be entitled to vote
the shares of said shareholder and to be elected a director and
officer of the corporation for the purposes of effectuating a voluntary
dissolution and liquidation of the corporation, in or out of court,
pursuant to the Louisiana Business Corporation Law, or for the purpose
of reorganizing or continuing the corporation subject to the provisions
of this Chapter.
Regulation by Louisiana State Board of Architectural Examiners
architectural corporations shall be subject to the discipline of
the Louisiana State Board of Architectural Examiners and
to its authority to adopt rules and regulations governing the practice
B. If upon the
effective date of this act an architect or architects who are duly
licensed to practice architecture in this state are so engaged in
corporation form, contracts entered by such corporations to perform
or furnish professional architectural services shall not be rendered
invalid by virtue of the non-compliance with the provisions of this
act. Architects operating in corporate form as of the effective
date hereof shall cause such corporations to comply with the provisions
of this act within ninety (90) days of the effective date of this
of such compliance referred to in R.S. 12:1100(B) shall be accomplished
by the corporations filing with the Louisiana State Board of Architectural
Examiners a declaration duly certified by the corporate president
and secretary and sworn to before a Notary Public, that such corporation
is in full compliance with this act and particularly with Section
D. Upon the
receipt of such certification, the Louisiana State Board of Architectural
Examiners shall issue a Certificate of Compliance upon being reasonably
satisfied from the evidence available to it that the corporation
meets the requirements of this act. The failure of the Board to
issue such certificate without just cause shall in no way effect
or invalidate contracts to furnish architectural services heretofore
entered into by the corporation seeking to qualify without a hearing
conducted by the Board under the provisions of the Louisiana Administrative
shall be known and may be referred to by the short title "Professional
Architectural Corporations Law."
Section 2. If
any provision of item of this act or the application thereof is
held invalid such invalidity shall not affect other provisions,
items or applications of this act which can be given effect without
the invalid provisions, items or applications and to this end the
provisions of this act are hereby declared severable.
Section 3. This
act shall become effective upon signature by the Governor or, if
not signed by the Governor, upon expiration of the time for bills
to become law without signature of the Governor, as provided by
Article III, Section 18 of the Louisiana Constitution of 1974.
Section 4. All
laws or parts of laws in conflict herewith are hereby repealed.