Louisiana Revised Statutes & Codes
La. Rev. Stat. § 12:226 (2026)
✓ current as of May 2026
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§226. Relation of directors and officers to corporation and members; liability of officers and directors
Notes of Decisions
Cited in 24
cases (4 in the last 5 years), 1985–2025 · leading case: Fine Iron Works v. Louisiana World Exposition, 472 So. 2d 201 (La. Ct. App. 1985).
Fine Iron Works v. Louisiana World Exposition, 472 So. 2d 201 (La. Ct. App. 1985). “In a nonprofit corporation the relation of directors and officers to the corporation and their liability is set out in R.S. 12:226 as follows: A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members, and shall discharge the…”
9 to 5 Fashions, Inc. v. Spurney, 538 So. 2d 228 (La. 1989). “Since officers owe fiduciary obligations to the corporation and its shareholders and hold policy making positions, their fidelity and freedom of action aimed toward corporate benefit should not be curtailed by undue fear of personal liability.”
Unimobil 84, Inc. v. Spurney, 797 F.2d 214 (5th Cir. 1986). “R.S. 12:226 (1969). The following expression of this policy by the Louisiana Supreme Court in 1932 has been consistently followed: "Officers and directors are merely agents of the corporation, and, except for acts of malfeasance, are answerable to it alone.”
Unimobil 84, Inc. v. Spurney, 797 F.2d 214 (5th Cir. 1986). “The Louisiana Civil Code makes it clear that a corporation is a separate, distinct entity and the creditors of the corporation cannot demand payment of corporate debts from its officers.”
Dutton & Vaughan, Inc. v. Spurney, 600 So. 2d 693 (La. Ct. App. 1992). “They claim these actions constitute legal fraud and violated the individual defendants' fiduciary obligations under the law and the contract, making them personally liable for the corporation's debt. Thus, they claim summary judgment and the dismissal of their demands were…”
Harris v. Fed. Fibre Mills Condo. Ass'n, 843 So. 2d 457 (La. Ct. App. 2003). “R.S. 12:226 A 2 of the Louisiana Nonprofit Corporation Law 3 provides a unit owner a cause of action against a condominium association for a breach of its fiduciary duty.”
Lawly Brooke Burns Trust v. RKR, INC., 691 So. 2d 1349 (La. Ct. App. 1997). “R.S. 12:226, governing the relation of directors and officers to the corporation and its members and the liability of officers and directors of a nonprofit corporation.”
Guidry v. Bank of LaPlace, 740 F. Supp. 1208 (E.D. La. 1990). “437 and R.S. 12:226 would be meaningless if officers and directors were said to have a personal duty to a specific creditor____” Fine Iron Works, 472 So.”
Young v. Adolph, 821 So. 2d 101 (La. Ct. App. 2002). “R.S. 12:226(D), for the unlawful distribution or payment of assets of the corporation that would have covered the disbursement of funds to Defendants that took place after the redemption of Plaintiffs debentures, have prescribed.”
Mary v. Lupin Found., 609 So. 2d 184 (La. 1992). “This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.”
Dutton & Vaughan, Inc. v. Spurney, 496 So. 2d 1126 (La. Ct. App. 1986). “In the final analysis this so called trust fund was no different than any other funds received by LWE with respect to which relators' duties are spelled out in R.S. 12:226. Respondent's factual allegations do not support a legal conclusion that relators violated this statute.”
Sam v. Genesis Behavioral Hosp., Inc., 255 So. 3d 42 (La. Ct. App. 2018). “R.S. 12:226(A) : Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members and shall discharge the duties of their respective positions in good faith, and with that diligence, care, judgment and skill which ordinarily prudent men…”
— La. Rev. Stat. § 12:226(A) — 6 cases
Unimobil 84, Inc. v. Spurney, 797 F.2d 214 (5th Cir. 1986). “R.S. 12:226 (1969). The following expression of this policy by the Louisiana Supreme Court in 1932 has been consistently followed: "Officers and directors are merely agents of the corporation, and, except for acts of malfeasance, are answerable to it alone.”
Sam v. Genesis Behavioral Hosp., Inc., 255 So. 3d 42 (La. Ct. App. 2018). “R.S. 12:226(A) : Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members and shall discharge the duties of their respective positions in good faith, and with that diligence, care, judgment and skill which ordinarily prudent men…”
Treen v. Repub. Party of Louisiana, 768 So. 2d 273 (La. Ct. App. 2000).
Unimobil 84, Inc. v. Spurney, 797 F.2d 214 (5th Cir. 1986). “The Louisiana Civil Code makes it clear that a corporation is a separate, distinct entity and the creditors of the corporation cannot demand payment of corporate debts from its officers.”
SILLIMAN PRIVATE SCH. v. Shareholder Grp., 819 So. 2d 1088 (La. Ct. App. 2002).
— La. Rev. Stat. § 12:226(D) — 2 cases
Young v. Adolph, 821 So. 2d 101 (La. Ct. App. 2002). “R.S. 12:226(D), for the unlawful distribution or payment of assets of the corporation that would have covered the disbursement of funds to Defendants that took place after the redemption of Plaintiffs debentures, have prescribed.”
Mary v. Lupin Found., 609 So. 2d 184 (La. 1992). “This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.”
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