SB 279 — SECURITIES: Provides relative to certificate of stocks and uncertificated shares of a financial institution. (8/1/26)

SLS 26RS-493 ENGROSSED Regular Session ENROLLED SENATE BILL NO.

279 BY SENATOR MORRIS SECURITIES.AN ACT To amend and reenact R.S.

Provides relative to certificate of stocks and uncertificated shares of a financial institution.

(8/1/26) AN ACT To amend and reenact R.S.

Certificates of stock and uncertificated shares A.Sharesmustshallberepresentedbycertificatesofstockunlesstheissuing corporationis aparticipantin theDirectRegistration System,oritsSystem, orits successor,ofthe Depository Trust & Clearing Corporation, or as provided in Subsection G of this Section, then shares need not be represented by certificates of stock.

* * * G.(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates as uncertificatedshares,includingbutnotlimitedtotheuseofabookentryorany Page 1 of 3 Coding:

SLS 26RS-493 ENGROSSED SB NO.

279 boardENROLLED of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates as uncertificatedshares,includingbutnotlimitedtotheuseofabookentryorany other electronic method for documenting shareholder ownership.

The authorization doesnotdoes not affectshares alreadyrepresentedbycertificatesuntil theyare surrendered to the corporation.

(2) The board of directors of a corporation may by a majority vote authorize by resolution the conversion of some or all of the shares of any of or all classes or series of its stock from stock certificates to uncertificated shares.

(3)Notwithstanding anyanyotherlawtothecontrary,theprovisionsofthis otherlawtothecontrary,theprovisionsofthis Subsection shallapply be applicable to any state-charteredstate-charteredbank bank and any bank holding company.

securityfor loan * * * E.E.TheprovisionsofR.S.6:255applytoanycapitalstockassociationand its holding company.

The provisions of R.S.

6:255 shall be applicable to any capital stock association and its holding company.

authorization of issuance A.Asavings bankmayprovideforthebankmayprovide issuancefor ofthe capitalissuanceofcapitalstock,eitherbyits stock,eitherbyits original articles of incorporation or by an amendment thereto authorized by this Chapter.

Notwithstanding any provision of law to the contrary, the provisions ofR.S.6:255shallbeapplicableof toanyLouisianastate-charteredsavingsbankR. and its holding company.

S.

6:255 apply to any Louisiana state-chartered savings bank and its holding company.

Shares shall be represented by share certificates unless the issuing corporationisaparticipantintheDirectRegistrationSystemoftheDepositoryTrust Page& 2Clearing Corporation or of 3a Coding:similar book-entry system used in the trading of shares of public corporations or as otherwise provided in R.S.

Words which are struck through are deletions from existing law;

words in boldface type and underscored are additions.

SLS 26RS-493 ENGROSSED SB NO.

279 & Clearing Corporation or of a similar book-entry system used in the trading of shares of public corporations or as otherwise provided in R.S.

Unless this Chapter or another statutePage expressly2 provides otherwise, the rights and obligations of shareholders3 areCoding: identical whether or not their shares are represented bycertificates.

*Words * * The original instrument and the following digest, which constitutesare nostruck partthrough ofare thedeletions legislativefrom instrument,existing werelaw; prepared bySenate Legislative Services.

Thewords keyword,in summary,boldface type and digestunderscored doare notadditions. constitute part of the law or proof or indicia of legislative intent.

[R.S.SB NO.

1:13(B)279 andENROLLED 24:177(E)]statute DIGESTexpressly SBprovides 279otherwise, Engrossedthe 2026rights Regularand Sessionobligations Morrisof Presentshareholders laware providesidentical relativewhether toor financialnot institutions.their shares are represented bycertificates.

Presentlawprovidesthatsharesofafinancialinstitution* must* berepresentedbycertificates* ofPRESIDENT stockOF unlessTHE theSENATE issuingSPEAKER corporationOF participatesTHE inHOUSE theOF DirectREPRESENTATIVES RegistrationGOVERNOR SystemOF ofTHE theSTATE DepositoryOF TrustLOUISIANA &APPROVED: Clearing Corporation.

PresentlawallowstheboardofdirectorsofacorporationtoauthorizetheissueofthesharesPage without3 certificates.of 3 Coding:

Provides that the authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

Proposed law changes present law to provide that the board of directors may authorize the issue of shares as uncertificated shares, including the use of a book entry or any other electronic method for documenting shareholder ownership.

Proposed law provides a process for the conversion of stock certificates to uncertificated shares.Providesthattheprovisions ofproposedlawshall applyto anystate-charteredbank, bank holding company, capital stock association and its holding company, and state- chartered savings bank and its holding company.

Present law provides for the regulation of corporations in the Business Corporation Act, including the form and content of certificates issued bya corporation.

Proposed law retains present law and provides for use of uncertificated shares as provided in proposed law relative to financial institutions and their holding companies.

Effective August 1, 2026.

(Amends R.S.

6:255(A) and (G) and 1204, R.S.

12:1-625(A);

adds R.S.