Art. 3864.Mandamus Against Corporation Or Corporate Officer; Limited Liability Company Or Member Or Manager

Article 3864 extends mandamus beyond government officers into private corporate and LLC governance, addressing situations where an entity or its leadership refuses to follow its own governing rules or to honor the rights of its owners.

For a corporation or its officer, mandamus can compel two things: holding an election, or performing another duty the corporation's articles of incorporation, bylaws, or the law itself requires; and recognizing the rights of the corporation's members or shareholders. A shareholder locked out of a required vote, or denied rights the corporate documents guarantee, has a path to compel compliance rather than relying solely on other, slower forms of corporate litigation.

Article 3864 mirrors that same structure for limited liability companies, substituting the LLC's articles of organization or operating agreement for a corporation's articles and bylaws, and its members for a corporation's shareholders. A member denied an election required by the operating agreement, or denied recognition of membership rights, has the same mandamus option available against the LLC or its member or manager.

By running corporate and LLC governance through the same mandamus framework used against public officers, Article 3864 treats a clear, nondiscretionary obligation the same way regardless of whether the entity refusing to perform it is public or private.