A. When it is not impracticable for all of the shareholders, partners, or members of a corporation or unincorporated association to join or to be joined as parties to a derivative action to enforce a right of the corporation or unincorporated association which it refuses to enforce, such action shall not be maintained as a class action. Instead, all of the shareholders, partners, or members who refuse or fail to join as plaintiffs in such an action shall be joined as defendants. B. Derivative actions governed by this Article shall be subject to Articles614 and 615.
Art. 616.Shareholder's Derivative Action When Not Impracticable to Join All Shareholders, Partners, Or Members
Title II. Actions · Chapter 5. Class and Derivative Actions · Enacted 1997 · no amendments on record · Last verified July 30, 2026
In one sentenceArticle 616 bars class treatment of a derivative action when it is not impracticable to join every shareholder, partner, or member, and instead requires anyone who will not join as a plaintiff to be joined as a defendant, so the judgment still binds everyone with a stake in the entity's right.
Full Text of Art. 616
Amendment History
Acts 1997, No. 839, §1, eff. 7/1/1997.
Plain-English Summary
Article 611 lets a derivative action proceed as a class action when the entity's owners are too numerous to join individually. Article 616 addresses the opposite situation: an entity with few enough shareholders, partners, or members that joining them all is not impracticable, such as a small, closely held corporation or partnership. There, class treatment is not available at all.
Instead of certifying a class, the article requires universal joinder: every shareholder, partner, or member who refuses or fails to join as a plaintiff in the derivative action has to be joined as a defendant. That structure reaches the same outcome a class action would otherwise achieve — every owner ends up bound by the judgment on the entity's right — but it gets there through joinder of named, identifiable individuals rather than through a class representative standing in for an undefined group.
Paragraph B ties this alternative back into the surrounding articles: a derivative action proceeding this way remains subject to Article 614's venue rule (filed where proper venue lies as to the entity) and Article 615's petition requirements (standing, the demand-or-futility allegation, joinder of the entity and the obligor, a prayer for judgment favoring the entity, and verification).
Frequently Asked Questions
When does Article 616 apply instead of the derivative class action in Article 611?
When it is not impracticable for all of the entity's shareholders, partners, or members to join or be joined as parties — typically because there are not enough of them to make individual joinder impractical, as in a small or closely held entity.
What happens to an owner who will not join as a plaintiff under Article 616?
That owner is joined as a defendant instead. Every shareholder, partner, or member who refuses or fails to join as a plaintiff ends up joined as a defendant, so the judgment on the entity's right still reaches everyone with a stake in it.
Do the venue and petition rules for derivative actions still apply under Article 616?
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: closely held corporation derivative action louisianala c.c.p. art. 616joinder shareholders derivative action