Louisiana Code § RS 12:965

Dissolution; distribution of assets
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The corporation may be dissolved upon the affirmative vote of two-thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members who are also creditors of the corporation have been paid in full.

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