The petition in a class action brought by a shareholder, partner, or member of a corporation or unincorporated association because it refuses to enforce a right which it may enforce shall:
Art. 615.Petition In Shareholder's Derivative Action
Title II. Actions · Chapter 5. Class and Derivative Actions · Enacted 1997 · no amendments on record · Last verified July 30, 2026
In one sentenceArticle 615 lists what a shareholder's, partner's, or member's derivative petition must allege and do — ownership at the relevant time, a detailed account of the demand made on the entity or why demand was excused, joinder of the entity and the wrongdoer as defendants, a prayer for judgment favoring the entity, and verification by affidavit.
Full Text of Art. 615
(1) Allege that the plaintiff was a shareholder, partner, or member at the time of the occurrence or transaction of which he complains, or that his share, partnership, or membership thereafter devolved on him by operation of law.
(2) Allege with particularity the efforts of the plaintiff to secure from the managing directors, governors, or trustees and, if necessary, from the shareholders, partners, or members, the enforcement of the right and the reasons for his failure to secure such enforcement, or the reason for not making such an effort to secure enforcement of the right.
(3) Join as defendants the corporation or unincorporated association and the obligor against whom the obligation is sought to be enforced.
(4) Include a prayer for judgment in favor of the corporation or unincorporated association and against the obligor on the obligation sought to be enforced.
(5) Be verified by the affidavit of the plaintiff or his counsel.
Amendment History
Acts 1997, No. 839, §1, eff. 7/1/1997.
Plain-English Summary
Article 615 sets a heightened pleading standard for the petition that opens a shareholder's, partner's, or member's derivative action. First, the plaintiff has to allege standing at the right moment: that they held their shares, partnership interest, or membership at the time of the transaction they are complaining about, or that the interest passed to them afterward by operation of law, such as inheritance.
Second — and this is the heart of the derivative concept — the petition must allege with particularity what the plaintiff did to get the entity's own decision-makers to enforce the right first. That means describing the specific efforts made to secure enforcement from the managing directors, governors, or trustees, and, if necessary, from the shareholders, partners, or members themselves, along with the reasons those efforts failed. If the plaintiff made no such effort at all, the petition has to explain in detail why making the effort would have been pointless. This demand-or-futility requirement exists because a derivative suit is, by its nature, a plaintiff stepping in for an entity that is supposed to protect its own rights — the law wants to see that the entity was given the chance to act on its own, or could not meaningfully have been given that chance, before an individual owner took over.
The remaining requirements round out the petition's structure: the plaintiff must join both the entity itself and the party against whom the underlying obligation is being enforced as defendants, must ask for judgment in the entity's favor against that obligor (since any recovery belongs to the entity, not the plaintiff), and must verify the petition by affidavit, either the plaintiff's own or counsel's.
Frequently Asked Questions
What must a plaintiff allege about their ownership interest to bring a derivative action?
That they were a shareholder, partner, or member at the time of the transaction they are complaining about, or that their interest passed to them afterward by operation of law, such as through inheritance.
What is the demand requirement in a Louisiana derivative action?
The petition must describe with particularity the plaintiff's efforts to get the entity's own managing directors, governors, or trustees — and, if necessary, the other shareholders, partners, or members — to enforce the right themselves, and explain why those efforts failed. If no such effort was made, the petition must explain in detail why making one would have been pointless.
Who must be named as a defendant in a shareholder's derivative petition?
Both the corporation or unincorporated association on whose behalf the suit is brought and the obligor against whom the underlying right is being enforced.
Who gets the money if a derivative action succeeds?
The entity. Article 615 requires the petition to pray for judgment in favor of the corporation or unincorporated association against the obligor, not in favor of the individual plaintiff.
Does a derivative petition need to be verified?
Yes. Article 615 requires verification by affidavit, made by either the plaintiff or the plaintiff's counsel.
Source & verification. Article text is reproduced verbatim from
the vLex (Louisiana Code of Civil Procedure, 2026 Edition). Enacted by the Louisiana Legislature.
Last verified July 30, 2026.
· Official source
Also known as: shareholder derivative petition requirements louisianademand futility louisianala c.c.p. art. 615derivative action pleading requirements