AMERIDURA

HOMES

Louisiana R.S. 12:1801–1832

Chapter 27

Why we set up the benefit corporation

We keep Louisiana Chapter 27 because the factory’s actual business is resilient housing, domestic manufacturing jobs, and measurable public benefit — not because SBA awards extra points for it.

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SBA 7(a) / 504

Benefit corporation is #7 on the loan pitch — not #1

SBA 7(a) eligibility is 13 CFR § 120.100 and SOP 50 10 8.1: operate for profit; located in the United States; small under SBA size standards; an eligible business; unable to obtain the desired credit on reasonable non-government terms; creditworthy; and a reasonable ability to repay.

Ameridura Manufacturing Company will be a Louisiana benefit corporation taxed as a C corporation. That election is identity and governance. It does not confer extra SBA approval points, a higher guarantee, extra loan amount or a DSCR waiver.

Benefit-corporation status is not an SBA scoring bonus.

The company manufactures resilient, energy-efficient factory-built housing. The loan stands on repayment, the plant, management, the market, collateral, and the $500,000 cash equity.

QuestionAnswer
SBA loan approvalNo special advantage. Not a disqualifier. Still a for-profit corporation.
Investor / community / economic-development storyPotentially useful — if the factory actually does the work the articles name.
Corporate governanceMission is legally built into the corporation (R.S. 12:1811, 12:1821, 12:1831).
Tax treatmentNot a special tax status. SBA: different in purpose, accountability, and transparency, not in taxation. This file remains a C corporation. Do not file Form 2553.

  1. 1. Repayment

    Here is how Ameridura generates enough cash to service the debt.

    Stabilized debt service on $4.5 million is about $595,000 a year (~$50,000 a month). Credit-case DSCR is 1.47× in the commissioning year (partial-year production vs partial-year service), then 5.81× in the first full P&I year (FY2028 EBITDA ÷ $595,000). SBA covenant proxy is 1.25×. Proposed Day-1 invoices are $112/SF factory-gate and $125/SF family.

  2. 2. Manufacturing

    Here is the factory, equipment, production system and capacity.

    7 acres, 40,000 SF, Michoud industrial corridor adjacent to NASA Michoud Assembly Facility at 13800 Old Gentilly. Target listing 55197 not owned. Six catalog models; Phase I manufactures four. Underwritten production: commissioned 4–6 complete homes a month; mature one-shift 10–12; two-shift 20–24. Credit-path complete homes: 30 / 120 / 240 / 480 / 480. 40–45/month is the building envelope; 50 HE/month is not underwritten.

  3. 3. Management

    Here are the people who know how to run manufacturing, engineering, technology, finance, construction and quality.

    Founder is presented as an entrepreneur with seven-figure operating businesses, not as a plant engineer. CMO is a designate pending Appendix B. PE, controller, quality and plant manager are launch or commissioning hires. SOP 50 10 8.1: industry experience is helpful, not an absolute bar.

  4. 4. Market

    Here are the customers, developers, builders, DTC buyers and institutional opportunities.

    Proposed Day-1 prices: $112/SF factory-gate and $125/SF family. Those are company-set invoices, not contracted ASP. Hotel LOI is commercial-channel evidence in Appendix O. Housing offtake letters are not yet in the file. Committed homes today are zero.

  5. 5. Collateral

    Here is what secures the loan.

    The borrower holds the plant, the building, and the equipment register. 504 on real estate. 7(a) on equipment, inventory, and a blanket. Assets sit in the same name that signs the note.

  6. 6. Capital

    Here is the founder’s $500,000 contribution and the total capitalization.

    Phase I is $5,000,000 = $500,000 sponsor equity + $4,500,000 financing. Sponsor equity of $500,000 will be contributed in cash to Ameridura Manufacturing Company prior to or concurrently with closing, subject to lender verification.

  7. 7. Benefit corporation — supports the story

    And here is why this company creates measurable public benefit.

    Louisiana benefit-corporation election is identity. It does not replace #1–6.

SOP 50 10 8.1 — Lender and Development Company Loan Programs. Effective October 1, 2026, for applications issued an SBA loan number on or after that date. Information Notice 5000-880695.

SBA business-structure page · SOP 50 10 8.1 · 13 CFR § 120.100

Three things that coexist

  1. Ameridura Manufacturing Company (A Benefit Corporation) — Louisiana Chapter 27 legal status.
  2. C-corporation tax treatment. Original-issue stock can be QSBS under IRC §1202. Shareholder-level. Not factory cash.
  3. SBA 7(a) / 504 financing of a for-profit manufacturer. Eligibility and repayment stand on their own.

Why this company

Why we keep Chapter 27

  1. Not because SBA will approve the 1919 more easily. SOP 50 10 8.1 does not list benefit-corporation status as an approval advantage, a higher guarantee, extra loan amount, or a scoring bonus. A Louisiana benefit corporation is still a for-profit corporation. SBA recognizes that form. It does not score it.
  2. The SBA borrower has to be a new manufacturing company. Paparazzi Marketing Group LLC has been a marketing business (NAICS 541600) since 2011. Recoding that LLC as a factory would make the transcripts, NAICS, and “years in business” lie. A new corporation is the honest file.
  3. Louisiana will only let a business corporation elect the Benefit Corporations Law. R.S. 12:1803(2) defines a benefit corporation as a business corporation that elected Chapter 27. R.S. 12:1804(A) says the election is a statement in the articles of a corporation formed under R.S. 12:1-201 et seq. An LLC cannot elect. That is why this borrower is not an LLC, and why we did not follow the 2013 how-to’s LLC workaround.
  4. R.S. 12:1804(D) requires the corporate name to end with “A Benefit Corporation” (parentheses allowed). That is why the legal name is Ameridura Manufacturing Company (A Benefit Corporation).
  5. The legitimate reason: the company’s actual business model is manufacturing resilient, energy-efficient factory-built housing that expands access to quality housing, creates domestic manufacturing employment, and generates economic opportunity in underserved communities. Chapter 27 writes that mission into the articles (R.S. 12:1811) and requires the board to consider it (R.S. 12:1821). That is governance. It is not a 7(a) gimmick.
  6. The C-corporation tax default is a separate job. Original-issue stock can be QSBS under IRC §1202. That exclusion is shareholder-level. It is not factory cash and is not a reason to skip the $500,000 SBA cash equity. Do not file Form 2553.

What you actually get

These are the statutory benefits — not B Corp marketing, not a tax holiday, not an SBA bonus.

R.S. 12:1811(A)–(C), 12:1821(A)

Legal cover to run the factory as more than a profit-max machine

General public benefit is mandatory: a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard. Creating that benefit — and any specific benefits named in the articles — is in the best interests of the corporation. Directors shall consider shareholders, the workforce, customers as beneficiaries, community, environment, short- and long-term corporate interests, and the ability to accomplish the public-benefit purpose. They do not have to rank shareholders first unless the articles say so.

R.S. 12:1821(B), 12:1823(B)

Considering those people is not a fiduciary breach

The consideration required by Chapter 27 “shall not constitute a violation of R.S. 12:91.” That is the actual legal benefit. Without Chapter 27, a later buyer or a later board can argue that every dollar spent on workforce housing SKUs, factory jobs in New Orleans East, or an ICF envelope that costs more than the cheapest wall was a breach. With Chapter 27, that argument is the opposite of the statute.

R.S. 12:1821(C)(3), 12:1823(C)(2), 12:1824(C)(3)

No personal money damages for failing to create public benefit

Directors, officers, and a benefit officer are not personally liable in money for the corporation’s failure to pursue or create general or specific public benefit. You can still be liable the ordinary corporate ways (self-dealing, willful misconduct, knowing violation of law). Chapter 27 does not make you personally pay because a third-party standard score was low.

R.S. 12:1821(D), 12:1823(D), 12:1825

The public cannot sue you as “beneficiaries”

A director or officer has no duty to a person arising from that person being a beneficiary of the public-benefit purpose. Enforcement is only a benefit-enforcement proceeding, brought by the corporation, a shareholder, the benefit director, or a person the articles name. A customer, a neighbor, or an activist cannot walk into court as a Chapter 27 beneficiary.

R.S. 12:1804(B), 12:1805, 12:1803(9)

The purpose is locked against a cheap sale or a quiet unwind

Terminating Chapter 27, merging out of it, or selling substantially all assets outside the usual course needs the minimum vote — two-thirds of the shares present and voting of each class or series, plus anything else the Business Corporation Law or the articles require. That is why a later acquirer cannot strip the benefit election with a 51% vote.

R.S. 12:1831

A written, public accounting every year

Shareholders get an annual benefit report within 120 days after fiscal year-end (or with any other annual report). It goes on the website if we have one; otherwise a free copy to anyone who asks. Director pay and proprietary numbers may be omitted from the public copy. Louisiana does not require this report to be filed with the Secretary of State.

What you do not get

  • A tax holiday. Chapter 27 is corporate-purpose law. It is not an ITEP, a Quality Jobs award, or a federal deduction.
  • An SBA scoring bonus, a higher guarantee, extra loan amount, preferential underwriting, or a DSCR waiver. SOP 50 10 8.1 underwrites eligibility, creditworthiness, and repayment. Chapter 27 is not on that list.
  • Certified B Corp. That is a private B Lab mark against B Lab Standards V2.2, after at least 12 months of operations, independently verified. Using a third-party standard for the R.S. 12:1831 report is not the logo. Do not put it on the 1919.
  • Nonprofit / Habitat / 8(a) status. We invoice houses. A later 501(c)(3) would be a separate entity. 8(a) is not claimed.
  • Act 765 licenses. Factory-built housing manufacturer, dealer, salesman, and qualifying-party licenses are a different Louisiana statute, effective January 1, 2027. Chapter 27 does not issue them.
  • Permission for an LLC. The 2013 how-to’s line that an LLC can “include the benefit corporation statute provisions in your governing documents” is extra-statutory. It does not create Chapter 27 status.

Specific public benefits we elect — closed list

R.S. 12:1803(10) is a closed list of eight items. We elect (a), (b), and (c) only. Domestic manufacturing, Louisiana employment, and resilient housing are how those three get done. They are not extra statutory purposes. Do not elect (d) human health, (e) arts/sciences, (f) flow of capital, (g) historic preservation, or (h) urban beautification.

Manufacture resilient, energy-efficient, factory-built housing that expands access to quality housing, creates domestic manufacturing employment, and generates economic opportunity in underserved communities.

StatuteWhat Louisiana listsHow Ameridura does it
R.S. 12:1803(10)(a)Serving low-income or underserved individuals or communitiesAttainable / workforce SKUs — The 1,250 and The 1,500 — invoiced into underserved Gulf-South markets. A house a working family can buy without a charity on the invoice.
R.S. 12:1803(10)(b)Promoting economic opportunity for low-income or underserved individuals or communitiesFactory jobs on the New Orleans East plant. Payroll is the economic-opportunity line. Not a slogan.
R.S. 12:1803(10)(c)Preserving the environment, promoting positive impacts on the environment, or reducing negative impacts on the environmentICF envelope — continuous insulation, durability, reduced jobsite waste versus stick-built. That is how (c) gets done. It is not an extra numbered purpose.

The seven Louisiana documents

Researched from the documents in this file

Five current Chapter 27 sections, the September 2013 B Lab / New Orleans Business Alliance how-to, and Act 765. Companion sections follow because officers’ duties and the annual report do not make sense without the director, independence, and enforcement rules.

Document 1 of 7

R.S. 12:1803 — Definitions

The dictionary for Chapter 27. Current text. Acts 2012, No. 442.

  • A benefit corporation is a business corporation that has elected this Chapter and has not terminated (1803(2)). Not an LLC. Not a slogan.
  • General public benefit is a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of the corporation (1803(6)).
  • Specific public benefits are a closed list of eight (1803(10)(a)–(h)). Ameridura elects (a), (b), and (c) only.
  • Independent means no material relationship (1803(7)). Material relationship includes being an employee in the last three years, an immediate family member in that role, or 5%+ ownership (1803(8)). That is why Philbert Andre Honore cannot be the benefit director.
  • Minimum vote is two-thirds of the shares present and voting of each class or series, plus anything else the Business Corporation Law or the articles require (1803(9)).
  • A third-party standard must be comprehensive and transparent — criteria, weightings, who controls it, how it is revised, and who funds it (1803(12)). The assessment does not have to be audited by the standard-setter (that rule lives in 1831).

Why it matters. This section is why the borrower is a corporation, why the name and the articles have to say Chapter 27, why the founder cannot occupy seat 2, and why we did not invent extra “purposes” beyond the closed list.

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Document 2 of 7

R.S. 12:1804 — Election of status; corporate name

How you become one. Amended Acts 2019, No. 19 — the Business Corporation Law cite is now R.S. 12:1-201 et seq., not the old R.S. 12:21 / 12:24 the 2013 how-to still prints.

  • A business corporation incorporated under R.S. 12:1-201 et seq. elects by stating in its articles that it is a benefit corporation subject to this Chapter (1804(A)).
  • An existing corporation adding that statement needs the minimum vote. The meeting notice must state any specific public benefits and explain the anticipated impact on shareholders (1804(B)).
  • A merger into a benefit corporation also needs the minimum vote (1804(C)).
  • The corporate name shall end with the phrase “A Benefit Corporation”, which may be in parentheses (1804(D)).

Why it matters. This is the filing instruction. Counsel files articles of incorporation for a corporation, not articles of organization for an LLC. The name on the SOS printout has to be Ameridura Manufacturing Company (A Benefit Corporation). Formation is complete when the Commercial Division stamps the articles.

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Document 3 of 7

R.S. 12:1811 — Corporate purposes

What the company is for. Amended Acts 2018, No. 560 — same 1-201 cite update.

  • A benefit corporation shall have a purpose of creating a general public benefit. That purpose is in addition to its ordinary corporate purpose (1811(A)).
  • The articles may identify one or more specific public benefits. Naming them does not limit the general-benefit obligation (1811(B)).
  • Creating general and specific public benefit is in the best interests of the benefit corporation (1811(C)).
  • Adding, amending, or deleting a specific public benefit needs the minimum vote (1811(D)).

Why it matters. General public benefit is not optional. Specific benefits (a)(b)(c) are extra, not a substitute. “In the best interests of the corporation” is the sentence that lets the board spend money on workforce SKUs, East New Orleans jobs, and an ICF envelope without that spend being a gift of corporate assets.

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Document 4 of 7

R.S. 12:1823 — Standard of conduct for officers

What you, as CEO, actually have to consider. Pair with 1821 (directors) — 1823 is the officer twin.

  • Each officer shall consider the R.S. 12:1821 factors if two things are both true: the officer has discretion on the matter, and it reasonably appears the matter may materially affect creation of general or specific public benefit (1823(A)).
  • That consideration is not a violation of R.S. 12:91 (1823(B)).
  • No personal money damages for failure to create public benefit (1823(C)).
  • No duty to a beneficiary as beneficiary (1823(D)).

Why it matters. This is not a blank check to ignore profit, and it is not a duty to every customer as if they were a shareholder. It is a duty to consider — when you have discretion and the decision can move public benefit — the same list the board considers. Day-to-day operations that do not touch public benefit are still ordinary officer work.

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Document 5 of 7

R.S. 12:1831 — Annual benefit report

The transparency section. Current text has no Secretary of State filing requirement.

  • Every year: a narrative of how general benefit was pursued and created; how each named specific benefit was pursued and created; what hindered that; and why we picked or changed the third-party standard (1831(A)(1)).
  • An assessment against that third-party standard, applied consistently or explained. The assessment does not have to be performed, audited, or certified by the standard-setter (1831(A)(2)).
  • Name and address of the benefit director and any benefit officer; director compensation; 5%+ shareholders; the benefit director’s 1822(C) opinion; any connection to the standard-setter that could affect credibility (1831(A)(3)–(7)).
  • Send it to every shareholder within 120 days after fiscal year-end, or with any other annual report (1831(B)). Post it on the public website if there is one; otherwise a free copy to anyone who asks. Director pay and proprietary numbers may be omitted from the public version (1831(C)–(D)).

Why it matters. This is the real ongoing cost of Chapter 27: a public report, an independent benefit director’s written opinion, and a qualifying third-party standard. Using B Impact / B Lab Standards as that standard is not Certified B Corp status. Louisiana does not make us file this with the Commercial Division — the 2013 how-to’s “file with the State Department (unless not mandated)” is the multi-state template, not Louisiana R.S. 12:1831 as written.

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Document 6 of 7

Louisiana Benefit Corporation How-To Guide (September 2013)

B Lab and the New Orleans Business Alliance. Five pages. Educational SOS walkthrough. The guide itself says it is not legal advice.

  • The form has three parts: purpose (general public benefit plus optional specific benefits; 2/3 to convert in or out; third-party-standard assessment), accountability (directors consider society and environment; shareholders have a private right of action), and transparency (annual benefit report, public, shared with shareholders; some states file it with the state).
  • For a newly formed entity: file articles, declare benefit status under R.S. 12:1804, maybe add specific benefits, pay the fee, submit to the Commercial Division.
  • The guide still tells you to fill out “Form RS 12:21” and follow “RS 12:24.” Those cites were the old Business Corporation Law. Acts 2018, No. 560 and Acts 2019, No. 19 moved 1804 and 1811 to R.S. 12:1-201 et seq. Counsel files under the current BCL, not the 2013 form numbers.
  • If currently an LLC and you “can’t become a corporation for certain circumstances such as tax reasons, you can include the benefit corporation statute provisions in your governing documents.” That sentence is a private suggestion. It is not in R.S. 12:1803(2) or 12:1804. It does not create Chapter 27 status, does not put “A Benefit Corporation” on the name, and does not give you 1821/1823 protection. We are not doing that.

Why it matters. Useful as a map of the SOS counter in 2013. Dangerous as a substitute for the current statute. We used it as a how-to, then discarded the LLC workaround and the stale 12:21/12:24 cites. The current law is on legis.la.gov.

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Document 7 of 7

Louisiana Act 765 (SB 398, 2026 Regular Session)

Factory-built housing regulation. Effective January 1, 2027. Recodifies manufactured, modular, and factory-built housing toward LSLBC. This is not Chapter 27.

  • Act 765 is why the plant needs manufacturer, dealer, salesman, and qualifying-party evidence before production-related advances. It is the license and warranty regime for the product.
  • It does not create a benefit corporation. It does not replace R.S. 12:1801 et seq. It does not let an LLC elect Chapter 27. It does not put “A Benefit Corporation” in the name.

Why it matters. We researched it because it is Louisiana law that governs this factory. We did not elect Chapter 27 because of Act 765. Two different statutes, two different jobs: corporate purpose vs. product licensing. Confusing them is how a file gets sloppy.

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Companion Chapter 27 sections we also read

The seven-document set you sent does not reprint every section of Chapter 27. These are the adjacent sections pulled from legis.la.gov so the election, the independent benefit director, enforcement, and the stock legend are not guessed.

CiteWhat it does
R.S. 12:1805Termination is an articles amendment at the minimum vote. A sale of substantially all assets outside the usual course also needs that vote.
R.S. 12:1821Directors shall consider the seven stakeholder factors. May consider other groups. Shall not be required to prioritize one group unless the articles say so. That consideration is not a breach of R.S. 12:91. No personal money damages for failing to create public benefit. No duty to a beneficiary as beneficiary.
R.S. 12:1822The board shall include an independent benefit director. The founder cannot hold it (officer, employee, 100% owner). Seat 2 is that seat. The benefit director prepares the annual report and opines whether the corporation and its directors and officers complied. Personal liability as benefit director is only for self-dealing, willful misconduct, or a knowing violation of law. The professional-corporation independence waiver does not apply to a housing manufacturer.
R.S. 12:1824A benefit officer is optional. Not named at formation. Until one is designated, the benefit director prepares the report.
R.S. 12:1825Duties and purposes “may be enforced only” in a benefit-enforcement proceeding. “No person shall bring an action or assert a claim against a benefit corporation” except that way. Standing: the corporation, a shareholder, the benefit director, or a person the articles or bylaws name.
R.S. 12:1832Every stock certificate must conspicuously say: “This corporation is a benefit corporation subject to the Benefit Corporations Law, R.S. 12:1801 et seq.”

What this still costs us

  1. Counsel files articles as a Louisiana business corporation electing Chapter 27. Until they are stamped, do not talk as if the Commercial Division already did it.
  2. Independent benefit director on board seat 2 — résumé, references, independence affidavit, director agreement. Empty box until those exist.
  3. Adopt a qualifying third-party standard before the first fiscal year-end report.
  4. Annual benefit report to shareholders and the website. Benefit director’s 1822(C) statement is part of it.
  5. Stock certificate legend under 1832.
  6. Two-thirds vote to unwind, merge out, or sell substantially all assets outside the usual course.