CHAPTER 3. FOREIGN CORPORATION LAW
§301. Condition precedent to transacting business
No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. No foreign corporation shall be entitled to procure such a certificate of authority to transact in this state any business which a corporation organized under Chapter 1 or 2 of this Title is not permitted to transact. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized, governing its organization and internal affairs, differ from the laws of this state.
Acts 1968, No. 105, §1; Acts 1999, No. 342, §5.
§302. Acts not considered transacting business
Without excluding other activities which may not constitute transacting business in this state, a foreign corporation or a business association shall not be considered to be transacting business in this state, for the purpose of being required to procure a certificate of authority pursuant to R.S. 12:301, by reason of carrying on in this state any one or more of the following activities:
A. Maintaining or defending any action or suit, or any administrative or arbitration proceeding, or affecting the settlement thereof or the settlement of claims or disputes.
B. Holding meetings of its directors or shareholders, or carrying on other activities concerning its internal affairs.
C. Maintaining bank accounts.
D. Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.
E. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if such orders require acceptance outside this state before becoming binding contracts, including all preliminary incidents thereto.
F. Creating evidences of debt, mortgages or liens.
G. Securing or collecting debts or enforcing any rights in property securing the same.
H. Transacting any business in interstate or foreign commerce.
I. Conducting an isolated transaction completed within a period of thirty days, and not in the course of repeated transactions of like nature.
J. Acquiring and disposing of property or a property interest, not as a part of any regular business activity.
K. If the foreign corporation or business association is a mutual savings bank or mutual savings fund society, or a national banking association organized under the laws of the United States of America, or a real estate investment trust as defined by R.S. 12:491 et seq., or a bank or trust company organized under the laws of any state of the United States of America or the District of Columbia, or an insurance company, or a corporation or business association under contract with a real estate investment trust as its advisor, or a corporation or business association chartered and engaged in business as a group insurance and annuity association, or a nonprofit or nontrading corporation or business association, or a corporation or business association all of the outstanding stock of which (except directors' qualifying shares) is owned by one or more such banks, societies, associations, companies or corporations, or a corporation, or business association, bank or trust company acting as a fiduciary or agent of a fiduciary or a nonprofit or nontrading corporation:
(1) Acquiring or making loans, or participations or interests therein, secured, directly or by assignment or pledge of obligations secured by such mortgages, by mortgages on immovable property, or making such loans through, or in participation with, national or state banks having their banking offices in this state or other Louisiana concerns, or modifying, renewing, extending or transferring such loans or security, or accepting substitute or additional obligors thereon.
(2) Maintaining depository or pledge-holder agreements or arrangements with national or state banks having their banking offices in this state, in connection with the taking of assignments or pledges of such loans or security.
(3) Making, collecting and servicing such loans or security through Louisiana concerns engaged in the business of servicing and loans.
(4) Acquiring immovable property securing such loans under foreclosure sale or in lieu of foreclosure, and managing, operating, leasing, selling or otherwise disposing of such property.
(5) Inspecting or appraising immovable property as direct or indirect security for such loans, and negotiating for such loans.
(6) Owning, modifying, renewing, extending, transferring or foreclosing on such loans, mortgages or mortgage notes, or accepting substitute or additional obligors thereon.
L. No foreign corporation or business association of the type described in Subsection K of this section and confining its business operations in Louisiana to the activities described in said Subsection K shall be required to pay any tax or fee required to be paid by foreign corporations or business associations under any law of this state; such exemption, however, shall not include ad valorem taxes assessed against any real property which such foreign corporations or business associations may own in this state. Nothing in this section shall be construed to permit any foreign corporation or business association to do business in violation of the small loan law of this state, nor of the laws of Louisiana governing the organization and operation of homesteads, building and loan associations or societies, or savings and loan associations or societies.
Acts 1968, No. 105, §1. Amended by Acts 1972, No. 751, §1.
§303. Name of authorized foreign corporation
A. No certificate of authority shall hereafter be issued to a foreign corporation unless its corporate name:
(1) Contains the word "Corporation", "Incorporated" or "Limited," or an abbreviation of any of these words, or the word "Company" or the abbreviation "Co." if not immediately preceded by "and" or "&", or unless the corporation shall, for use in this state, add at the end of its name one of such words or abbreviations;
(2) Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation, or that it is authorized or empowered to conduct the business of banking, insurance underwriting or operating a homestead or building and loan association, or to engage in the practice of law; and
(3) Is not, subject to the exceptions provided in R.S. 12:1-401(C), the same as or nondistinguishable upon the records of the secretary of state from the name of any business or nonprofit corporation organized under the laws of this state or of any foreign corporation authorized to transact business in this state, a trade name registered with the secretary of state, or a name the exclusive right to which is, at the time, reserved in the manner provided in Chapter 1 of this Title. In order to obviate this objection, a corporation may add some distinguishing term to its name for use in this state. No corporation shall include the phrase "doing business as" or the abbreviation "d/b/a" as part of the distinguishing term.
B. Whenever a foreign corporation which is authorized to transact business in this state, shall on or after January 1, 1969, change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be deemed suspended, and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state or until it has added some distinguishing term upon the records of the secretary of state to its name for use in this state.
C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the principles of law or the statutes of this state or of the United States with respect to the right to acquire and protect trade names.
Acts 1968, No. 105, §1; Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 2001, No. 631, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
§304. Application for certificate of authority
A. Application by a foreign corporation to procure a certificate of authority shall be made to the secretary of state and shall set forth:
(1) The name of the corporation, the name of the state or country under the laws of which it is incorporated, and the federal taxpayer identification number of the corporation. The failure to include the federal taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the application.
(2) If the name of the corporation does not conform to the requirements of R.S. 12:303, the name of the corporation with the word, abbreviation or distinguishing term upon the records of the secretary of state which it elects to add for use in this state.
(3) The address of the principal office of the corporation in the state or country under the laws of which it is incorporated, and the address or intended address of its principal business office outside of this state.
(4) The address of its principal business establishment in this state, the address of its registered office in this state, and the name of its registered agent in this state. If the corporation does not have a principal business establishment in this state, the address of its registered agent in this state shall be deemed to be the address of its principal business establishment in this state.
(5) The nature of the business which the corporation proposes to transact in this state, if it does not propose, or is not permitted, to transact in this state business of every nature which it is empowered to transact by its articles or certificate of incorporation. Such limited authorization shall not limit or reduce the corporation's tax liability, and the corporation shall not be entitled to any exemption from taxation granted to banks, homestead associations, insurance companies, nonprofit corporations, or other corporations granted specific exemptions under the laws of this state.
(6) The names and addresses of the directors and officers of the corporation.
(7) Repealed by Acts 1997, No. 299, §2.
(8) Repealed by Acts 1985, No. 266, §1.
(9) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to a determination whether the corporation is entitled to a certificate of authority to transact business in this state, and to determine and assess the fees and taxes prescribed in this Chapter.
(10) That the secretary of state be and he is hereby authorized and directed to require each foreign corporation authorized to transact business in Louisiana on or before July 31, 1974, which has not supplied the designations specified in Paragraph (4) of this Subsection, to amend its application to do business in this state by supplying same on or before December 31, 1974. If the designations required by said paragraph have not been otherwise supplied on or before said date, same shall be included in the next annual report required of such foreign corporation, and in such event such designations shall be considered amendments to the corporation's application to do business in this state.
(11)(a) If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for the statement. The statement shall include the names and addresses of all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act.
(b) This Paragraph does not apply to:
(i) Any agreement entered between the state and a corporation for electric or gas service.
(ii) Publicly traded corporations.
B. The application shall be made on a form prescribed and furnished by the secretary of state and shall be executed for the corporation by any officer before a notary public.
C.(1) Two copies, or three copies if the corporation is a banking corporation, of the application for a certificate of authority shall be delivered to the secretary of state together with a certificate of corporate existence or a certificate of good standing, not a certified copy of the corporation's articles or certificate of incorporation, from an authorized official of the jurisdiction of its incorporation bearing an original signature and dated within ninety days of its submission for a certificate of authority.
(2) If the corporation seeking the issuance of a certificate of authority to transact business in this state includes in its name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state prior to issuance of the certificate of authority shall require evidence satisfactory to him that written notice of such application for a certificate of authority has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of authority. If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days' written notice to said board as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.
(3) Repealed by Acts 1997, No. 299, §2.
Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 1991, No. 944, §2; Acts 1992, No. 765, §1, eff. Jan. 1, 1993; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 299, §§1, 2; Acts 1999, No. 342, §5; Acts 2003, No. 279, §2; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
§305. Issuance of certificate of authority
A. If the secretary of state finds that the application conforms to law, he shall, when all fees and taxes have been paid as in this Chapter prescribed:
(1) Endorse on each of such documents the word "Filed", and the date of the filing thereof.
(2) File in his office one copy of the application, together with a certificate of corporate existence or a certificate of good standing from the incorporating state.
(3) Issue a certificate of authority to transact business in this state, to which he shall affix the other copy of application, and which shall be returned to the corporation or its representative. If the corporation's application sets forth the nature of the business which it proposes to transact in this state, the certificate of authority shall recite that the corporation's authority is limited to transaction of business of such nature.
B. If the corporation is a banking corporation which has applied for authority to transact business in this state of some other nature, the secretary of state shall, upon receipt of its application, mail or deliver a copy thereof to the office of financial institutions. If, within five days after such mailing or delivery, that office should deliver to the secretary of state a written objection to the issuance of a certificate of authority pursuant to such application, the secretary of state shall not issue such certificate.
Acts 1968, No. 105, §1; Acts 1985, No. 267, §1, eff. July 6, 1985; Acts 1989, No. 101, §1; Acts 1999, No. 342, §5.
§306. Effect of certificate of authority
A foreign corporation which before January 1, 1969 has received a certificate of authority which is still valid, or which shall on or after January 1, 1969 receive a certificate of authority, shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this Chapter:
(1) Be authorized to transact business in this state, subject to such limitations as may be recited in the certificate of authority;
(2) Enjoy the same, but no greater, rights and privileges as a business or nonprofit corporation organized under the laws of this state to transact the business which such foreign corporation is authorized to transact in this state; and
(3) Except as in this Chapter otherwise provided, be subject to the same duties, restrictions, penalties and liabilities imposed on or after January 1, 1969 upon a business or nonprofit corporation of like character organized under the laws of this state.
Acts 1968, No. 105, §1.
§307. Amended certificate of authority
A. A foreign corporation authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if hereafter it changes its corporate name or proposes to transact business in this state other than that set forth in its prior application. The provisions in respect to the form and contents of such application, the manner of its execution and filing, and the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.
B. If a foreign corporation changes its corporate name, it shall include with its application for an amended certificate of authority a certificate evidencing such change issued by the authorized official of the jurisdiction of incorporation of the corporation, or a certified copy of the amendment in the case that the authorized official of the jurisdiction of incorporation does not provide a certificate of such.
Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 2023, No. 26, §2.
§307.1. Certificate of correction by a foreign corporation
Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction. The secretary of state may prescribe and furnish forms for filing the certificate of correction. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form. A certificate of correction shall be executed in the name of the corporation by any officer authorized by resolution or consent of the board of directors and shall be acknowledged by the person who signed it or may be executed by authentic act.
Acts 1985, No. 268, §1; Acts 1997, No. 299, §1; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2023, No. 26, §2.
§308. Registered agent; registered office; principal business establishment; keeping of records by foreign corporation
A. Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state:
(1) At least one registered agent, which agent may be any of the following:
(a) An individual resident in this state whose business office is identical with the corporation's registered office.
(b) An individual attorney or a partnership which is authorized to practice law in this state.
(c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical with such registered office, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a corporation for service of process, and which has on file with the secretary of state both a certificate or amended certificate setting forth the names of at least two individuals in such office, each of whom is authorized to receive any process served on it as such agent and a notarized affidavit of acknowledgement and acceptance signed by each registered agent. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Section shall not be a defense to proper service of process on the corporation.
(2) A registered office, which may, but need not, be the same as its business office in this state.
B.(1) A foreign corporation authorized to transact business in this state may change its registered office, its registered agent, or its principal business establishment in this state, upon filing in the office of the secretary of state a statement setting forth:
(a) The name of the corporation.
(b) If the address of its registered office is to be changed, the address to which the registered office is to be changed.
(c) If its registered agent is to be changed, the name of its successor registered agent. Attached thereto shall be a notarized affidavit of acknowledgement and acceptance signed by the successor registered agent.
(d) If its registered agent is an individual or a corporation, that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(e) If the address of the principal business establishment is to be changed, the address to which such principal business establishment is to be changed.
(2) The statement shall be executed by the corporation by its president or a vice president, and acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, as the case may be, shall become effective.
C. A similar statement executed by the registered agent shall be filed in like manner within thirty days after any change in the name of a corporate or partnership registered agent.
D. Any registered agent of a foreign corporation may resign as such agent upon filing a written notice of his resignation, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the corporation at its principal business office address. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. If the registered agent resigns, or if for any other reason the corporation ceases to maintain a registered agent, a successor agent shall be appointed, under the procedure set forth in Subsection B of this Section, within thirty days after termination of the tenure of the former agent.
E. If the corporation's registered office should be vacated, a new office shall be designated, under the procedure set forth in Subsection B of this Section, within thirty days. If such designation is not made, the office of the secretary of state may thereafter be treated as the registered office of the corporation by any person other than the corporation itself.
F. Every corporation shall keep at its principal place of business in or outside the state, records in written form or in any other form capable of being converted into written form within a reasonable time, showing correct accounts of its properties and business transactions in this state. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the corporation is engaged in this state in a business which will subject it to liability for state severance taxes, a complete account of all severances produced from its operations in this state. Such records may be in written form or in any other form capable of being converted into written form within a reasonable time.
G. The secretary of state may prescribe and furnish forms for filing the statement of change and agent resignation.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§24, 25, emerg. eff. June 18, 1970 at 5:05 P.M.; Acts 1974, No. 477, §3; Acts 1976, No. 458, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1987, No. 769, §1; Acts 2003, No. 366, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
§309. Annual report
A. Each foreign corporation authorized to transact business in this State shall file, within the time prescribed in Subsection B of this Section, an annual report setting forth:
(1) Its name.
(2) The address of its registered office in this state, if changed since its last previous annual report.
(3) The address of its principal office in the state or country under the laws of which it is incorporated, and of its principal business office outside of this state, if changed since its last previous annual report.
(4) The name of its registered agent in this state, if changed since its last previous annual report.
(5) The names and addresses of its directors and officers.
(6) The municipal address of its principal business establishment in this state, if changed since its last previous annual report.
(7) Repealed by Acts 1985, No. 266, §1.
B. Each year the annual report shall be delivered to the secretary of state on or before the anniversary date of qualifying to transact business, except that the first annual report shall be filed on or before the anniversary date of qualifying to transact business in Louisiana in the year next succeeding the calendar year in which the corporation's certificate of authority was issued by the secretary of state.
C. The secretary of state may prescribe and furnish forms for filing the annual report.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §26, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1981, No. 494, §2, at 5:05 P.M.; Acts 1981, No. 494 §2; Acts 1985, No. 266, §1; Acts 1988, No. 98, §1; Acts 1992, No. 103, §1, eff. June 5, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
§310. Change of corporate name
If a foreign corporation authorized to transact business in this state changes its corporate name, it shall procure an amended certificate of authority by making application therefor to the secretary of state and submitting a duplicate or original certificate of name change from an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate.
Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 405, §1, eff. July 6, 1984; Acts 1988, No. 98, §1; Acts 2023, No. 26, §2.
§311. Merger, consolidation, or dissolution
A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the secretary of state a certificate from the secretary of state or an authorized official of the jurisdiction of its incorporation or a certified copy of the document in the case that the authorized official of the jurisdiction of incorporation does not provide such certificate evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself:
(1) Effect withdrawal of the corporation from this state, nor
(2) Enlarge or alter the nature of the business which the corporation is authorized to transact in this state, if the nature of such business is limited by its certificate of authority, nor
(3) Authorize the corporation to transact business in this state prohibited by law or under any other name than the name set forth in its certificate of authority.
B. The secretary of state, after all fees, charges, and taxes have been paid as required by law, shall record the certificate in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a certificate of merger or consolidation containing the information prescribed in R.S. 12:112(F). A duplicate original of the certificate of merger or consolidation, or of the certificate of dissolution, issued by the secretary of state, shall, within thirty days after issuance of the certificate of merger or consolidation by, or the filing of the certificate of dissolution with, the secretary of state, be filed for record in the conveyance records of each parish in this state in which the corporation, or any of the other corporate parties to the merger or consolidation, has immovable property.
Acts 1968, No. 105, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1986, No. 648, §1; Acts 1988, No. 101, §1; Acts 1991, No. 333, §1; Acts 1999, No. 342, §5; Acts 2023, No. 26, §2.
§312. Withdrawal
A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate, the corporation shall deliver to the Secretary of State an application for withdrawal, which shall set forth:
(1) The name of the corporation and the state or country under the laws of which it is incorporated.
(2) That the corporation is not transacting business in this state.
(3) That the corporation surrenders its authority to transact business in this state.
(4) That the corporation revokes the authority of its registered agent in this state to accept service of process, and consents that service of process in any action or proceeding based on any cause of action arising out of, resulting from or connected with any business transacted by it in this state during the time the corporation was authorized to transact business in this state, be made on the corporation by service thereof on the secretary of state, or on a person in his office designated to receive service of process on corporations.
(5) An address to which the secretary of state may mail a copy of any process which may be so served on the corporation.
(6) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to determination and assessment of any unpaid fees or taxes payable by the corporation as prescribed in this Chapter.
B. The application for withdrawal shall be made on a form prescribed and furnished by the secretary of state, and shall be executed by the corporation by any officer before a notary public, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and shall be acknowledged by him.
C.(1) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of this Chapter, he shall, when all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law:
(a) Issue a filed copy of the application endorsed with the month, day, and year of filing.
(b) File the application in his office.
(c) Issue a certificate of withdrawal.
(2) The certificate of withdrawal, and the filed copy of the application for withdrawal, issued by the secretary of state, shall be returned to the corporation or its representative. Upon the issuance of such certificate of withdrawal, the authority of the corporation to transact business in this state shall cease.
Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
§312.1. Termination of withdrawal proceedings
At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:312, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by any officer of the corporation. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.
Acts 1986, No. 647, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
§313. Revocation of certificate of authority
A. The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state when:
(1) The corporation has failed to file its annual report within the time required by this Chapter, or has failed to pay any fees, taxes or penalties prescribed by law when they have become due and payable; or
(2) The corporation has failed to maintain a registered agent or a registered office in this state, or to maintain records, as required by this Chapter; or
(3) The corporation has failed, after change of its registered office or registered agent (or of the name of a corporate or partnership agent) to file in the office of the secretary of state a statement of such change as required by this Chapter; or
(4) The corporation has failed to file in the office of the secretary of state any certificate of name change or merger or its articles of incorporation and any amendments thereto within thirty days when so requested by the secretary of state; or
(5) A misrepresentation has been made of any material matter in any application, report or other document filed by the corporation pursuant to this Chapter; or
(6) The corporation has exercised in this state authority not conferred upon it by the laws of this state, or has abused authority conferred upon it; or
(7) The corporation has done or omitted any act which amounts to a surrender of its right to do business; or
(8) The corporation has been dissolved.
B. No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless (1) he shall have given the corporation not less than sixty days' notice in writing of the grounds on which such proposed revocation is based, and (2) the corporation has failed, neglected or refused to correct the same within said sixty-day period.
C. Upon revocation, the authority of the corporation to transact business in this state shall cease, but the authority of its registered agent in this state to accept service of process shall continue.
D.(1) The certificate of authority of a foreign corporation to transact business in this state may be suspended by the secretary of state when, according to the records of his office, such foreign corporation is not in compliance with Paragraph (A)(1), (2), (3), or (4) of this Section and the secretary of state is authorized to revoke the suspension where the failure to comply with the Paragraph has been remedied by compliance.
(2) The secretary of state shall give the corporation at least sixty days written notice of the secretary's intention to suspend the corporation's certificate of authority. The notice shall be mailed to the corporation's last known address by United States mail.
(3) In the event any such corporation thereafter complies with the requirements of Paragraph (A)(1), (2), (3), or (4) of this Section, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to the corporation and to restore the corporation to good standing and record same in the archives of his office.
(4) If a corporation's certificate of authority is suspended for failure to file its annual report within the time required by this Chapter as referenced in Paragraph (A)(1) of this Section, and has been suspended for six months or more, the secretary of state shall revoke the suspension only if the required annual report is accompanied by a certificate of corporate existence or a certificate of good standing, not a certified copy of the corporation's articles or certificate of incorporation, from an authorized official of the jurisdiction of its incorporation bearing an original signature and dated within ninety days of its submission.
(5) The provisions of R.S. 12:314 shall be applicable to any suspension made pursuant to this Subsection.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §27, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1972, No. 601, §1; Acts 1981, No. 582, §2, eff. July 20, 1981; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 717, §1, eff. July 12, 1984; Acts 2019, No. 19, §2, eff. May 28, 2019.
§314. Transacting business without authority
A. No foreign corporation transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by, and as provided in, this Chapter. The burden of proof shall rest upon the corporation to establish that it has been so authorized, and the only legal evidence thereof shall be the certificate of the secretary of state or a duly authenticated copy thereof.
B. The failure of a foreign corporation to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.
C. A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes which would have been imposed by law upon such corporation, had it duly applied for and received a certificate of authority to transact business in this state as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees and franchise taxes. The Attorney General shall bring proceedings to recover all amounts due this state under the provisions of this section.
Acts 1968, No. 105, §1. Amended by Acts 1976, No. 599, §1.
§314.1. Authority to investigate; penalty
A. The secretary of state may investigate any foreign corporation transacting business in this state which does not have a certificate of authority to transact business in this state.
B. The secretary of state may impose a penalty of not more than one thousand dollars per violation against such foreign corporations transacting business in this state without a valid certificate of authority.
C. The secretary of state shall adopt a schedule of penalties to be imposed under the provisions of this Section in accordance with the provisions of the Administrative Procedure Act.
D. If a penalty imposed under the provisions of this Section is not timely paid by a foreign corporation, the attorney general shall institute proceedings against the foreign corporation to collect such penalty.
Acts 1988, No. 513, §1.
§315 §315. Repealed by Acts 2017, No. 367, §3.
§316. Fees
A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:
(1) For filing and recording application for certificate of authority and certificate of existence, or a certificate of good standing.
(2) For filing and recording application for amended certificate of authority to change the name of the corporation.
(3) For filing and recording withdrawal proceedings.
(4) For filing and recording reinstatement proceedings.
(5) For filing and recording certificate of merger.
(6) For filing and recording termination of withdrawal proceedings.
B.(1) Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.
(2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, appointment of officers and directors, and for annual reports.
Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1., eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 1986, No. 649, §1; Acts 2008, No. 913, §2.
§317. Appointment of receiver
The court may appoint a receiver to take charge of a foreign corporation's property in this state on any ground set forth in R.S. 12:151, or on application by a receiver or liquidator duly appointed to take charge of the corporation's property by a court of competent jurisdiction in the state or country under the laws of which the corporation is incorporated. The provisions of R.S. 12:151 and 152 shall, mutatis mutandis, govern proceedings brought under this section.
Acts 1968, No. 105, §1.
§318. Pre-filing procedure
Any document to be filed with the Secretary of State by a foreign corporation may be delivered to the Secretary of State in advance, for filing as of any specified date (and, if specified upon such delivery, as of any given time on such date) within thirty days after the date of delivery.
Acts 1968, No. 105, §1.