§4103. Executory process against mortgaged corporation property; proof of authority to execute mortgage
A. The following shall be deemed to constitute authentic evidence for purposes of an executory proceeding to enforce a mortgage, chattel mortgage, or other security agreement against a corporate debtor:
(1) The consent of the shareholders evidenced as provided in R.S. 12:76 authorizing or ratifying the granting of such a mortgage, chattel mortgage, or other security agreement.
(2) An extract of the minutes of the meeting of the board of directors or other governing body of the corporation, or a written consent by the shareholders or directors of the corporation, signed and certified by the corporate secretary or any assistant secretary, setting forth the resolution or resolutions authorizing or ratifying the granting of such a mortgage or other security agreement or security interest, whether the specific transaction, mortgage, or security agreement or security interest is described with particularity, or more general authority is granted or ratified.
(3) A photocopy of the extract of minutes provided in Subsection (2) above, certified either by:
(a) A notary before whom the mortgage, chattel mortgage, or other security agreement was passed or acknowledged, or
(b) By the custodian of notarial archives for the parish of Orleans if the mortgage, chattel mortgage, or other security agreement, together with a certified copy of the extract of minutes, has been recorded in Orleans Parish, or by the clerk of the district court of any other parish in which the mortgage, chattel mortgage, or other security agreement, together with a certified copy of the extract of minutes, has been recorded.
B. The right of an interested party to question or attack the authority of the purported officer or agent to execute the mortgage is not affected in any manner by the provisions of this Section.
Amended by Acts 1960, No. 32, §1, eff. Jan. 1, 1961; Acts 1974, No. 254, §1; Acts 1982, No. 177, §1; Acts 1986, No. 489, §1; Acts 1991, No. 377, §5, eff. Jan. 1, 1992; Acts 1993, No. 948, §4, eff. June 25, 1993.
Notes of Decisions
First Guar. Bk. v. Baton Rouge Petroleum Ctr., Inc., 529 So. 2d 834 (La. 1988).
· cites it 6× “R.S. 13:4103. Under this provision, failure to attach a properly certified resolution constituted sufficient grounds for dismissing an order for executory process when objected to by the debtor before the sale.”
Bank of St. Charles, Etc. v. Great So. Coach, 424 So. 2d 462 (La. Ct. App. 1982).
· cites it 5× “2635, along with LSA R.S. 13:4103 [2] require that a certified copy of the resolution of the Board of Directors authorizing the execution of the mortgage on behalf of the corporation be attached to the original Act of Mortgage to complete the proof of plaintiff's right to use…”
Fabacher v. Hammond Dairy Co., Inc., 389 So. 2d 87 (La. Ct. App. 1980).
· cites it 2× “Paragraph (4) of that article reads: "A copy of a resolution of the board of directors, or other governing board of a corporation, authorizing the execution of a mortgage on its property, certified in accordance with the provisions of R.S. 13:4103." Revised Statute 13:4103 in…”
Liberty Bank & Trust Co. v. Dapremont, 844 So. 2d 877 (La. Ct. App. 2003).
“na Commercial Laws; (2) A certified copy or a duplicate original of an authentic act; (3) A certified copy of any judgment, judicial letters, or order of court; *882 (4) A copy of a resolution of the board of directors, or other governing board of a corporation, authorizing or…”
Univ. Prop. Corp. v. Fid. Nat. Bank, 500 So. 2d 888 (La. Ct. App. 1986).
“R.S. 13:4103 and executory process. On May 15, 1986, HB 1104 was passed unamended by the House of Representatives by a vote of 99-0.”
U.S. Bank Nat'l Ass'n v. Dumas, 144 So. 3d 29 (La. Ct. App. 2014).
“R.S. 13:4103 (deeming certain evidence authentic in suits seeking to enforce a mortgage against a corporate debtor).”
Moore v. Louisiana Bank & Trust Co., 528 So. 2d 606 (La. Ct. App. 1988).
“e whom it is executed; 2) A certified copy or a duplicate original of an authentic act; 3) A certified copy of any judgment, judicial letters, or order of court; 4) A copy of a resolution of the board of directors, or other governing *612 board of a corporation, authorizing or…”
Am. Bank & Trust Co. v. Carson Homes, Inc., 316 So. 2d 732 (La. 1975).
“" Having concluded that executory process falls because the mortgages are not authentic, we need not consider defendants' argument that the corporate resolutions attached to the mortgages and notes are defective under LSA-R.S. 13:4103. Relators are entitled to a preliminary…”
Citizens Bank & Trust Co. v. Little Ford, Inc., 522 So. 2d 1124 (La. Ct. App. 1988).
“More specifically, LSA-R.S. 13:4103 sets forth the necessary proof requirements when a creditor is seeking executory process against mortgaged property of a corporation.”
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