RS 9:3401     

  

CODE TITLE XI-PARTNERSHIP

CHAPTER I. CENTRAL REGISTRY FOR CONTRACTS OF PARTNERSHIP

§3401. Central registry; creation

            A. The secretary of state is hereby directed to create a Central Registry for Contracts of Partnership.

            B. For the purposes of Chapters 1 through 4 of this Code Title, any document required to be filed with the secretary of state shall be deemed filed when it is received either physically or electronically in any office designated by the secretary of state for the receipt of such documents.

            C.(1) A person may reserve a specified partnership name by filing a signed application with the secretary of state.

            (2) If the secretary of state finds that the name is available for use by a partnership, he shall reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.

            (3) The exclusive right to use a reserved name may be transferred to another person or partnership by filing with the secretary of state a notice of the transfer that specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.

            Acts 1980, No. 151, §1, eff. Jan. 1, 1981; Acts 1999, No. 342, §4; Acts 2015, No. 398, §1, eff. Oct. 5, 2015.

Louisiana Laws - Louisiana State Legislature
      RS 9:3402     

  

§3402. Filing

            A. The contract of partnership or a multiple original thereof, duly executed by the partners, or a certified copy thereof, or statements submitted by foreign partnerships in accordance with R.S. 9:3421 et seq., shall be filed for registry with the secretary of state in accordance with the provisions of this Chapter to affect third persons as provided by Civil Code Articles 2806 and 2841 or when the parties choose to comply with the provisions of this Chapter.

            B.(1) The secretary of state may accept any filing authorized by this Title by electronic, online, or facsimile transmission. All online filings authorized by this Title shall include an electronic signature.

            (2) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

            (3) "Online" means through the secretary of state's commercial online computer system.

            C. A facsimile filing, the process of transmitting printed documents by electronic method to the secretary of state, is deemed to be properly signed when the document received by a facsimile machine in the commercial division, office of the secretary of state, purports to be a copy of the original document, and contains the signatures required by this Section.

            D.(1) Notwithstanding the provisions of this Section, any filing that the secretary of state has the capability to accept online shall be filed only online. If a document is required by law to be filed or recorded with an entity or official other than the secretary of state, the filing of the document with the secretary of state shall not satisfy any provision of law requiring the filing or recordation of the document with the other entity or official.

            (2) Notwithstanding any contrary provision of this Title, until the secretary of state has the capability to accept filings online, any filing with the secretary of state pursuant to this Title which has the effect of changing the name of a designated or registered agent or changing the name of a principal officer of the corporation shall be accompanied by a resolution signed by each member of the corporation's board of directors in order for the change to be deemed validly filed.

            (3) Notwithstanding the provisions of this Section, any filing filed by an individual from a parish with a population of one hundred thousand or less according to the latest federal decennial census may be filed by facsimile transmission or mail.

            Acts 1980, No. 151, §1, eff. Jan. 1, 1981; Acts 1999, No. 342, §4; Acts 2001, No. 1032, §3; Acts 2016, No. 554, §1, eff. Jan. 1, 2018.

Louisiana Laws - Louisiana State Legislature
      RS 9:3403     

  

§3403. Contract of partnership; required content; use of names

            A.(1) A contract of partnership filed for registry with the secretary of state shall be written in the English language and contain the name and taxpayer identification number of the partnership, the municipal address of its principal place of business in this state, and the name and the municipal address of each partner, including partners in commendam, if any.

            (2) The failure to include the taxpayer identification number of the partnership shall not invalidate nor cause the secretary of state to reject the contract.

            (3) The secretary of state may prescribe and furnish forms for filing the contract of partnership.

            B. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", or any other word of similar import, the secretary of state shall not file the partnership agreement until the secretary of state receives satisfactory evidence that written notice of the proposed use of that name was delivered to the office of financial institutions at least fourteen days prior to the filing made with the secretary of state.

            C. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall not file the partnership agreement until the secretary of state receives either of the following:

            (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana Professional Engineering and Land Surveying Board at least ten days prior to the filing made with the secretary of state.

            (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board.

            D. If the secretary of state receives for filing a partnership agreement that includes in the partnership name the word "architect", "architectural", or "architecture", the secretary of state shall not file the partnership agreement until the secretary of state receives either of the following:

            (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana State Board of Architectural Examiners at least ten days prior to the filing made with the secretary of state.

            (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive director or any member of the Louisiana State Board of Architectural Examiners.

            Acts 1990, No. 745, §1; Acts 2018, No. 560, §1, eff. May 28, 2018; Acts 2019, No. 19, §1, eff. May 28, 2019; Acts 2023, No. 26, §1.

Louisiana Laws - Louisiana State Legislature
      RS 9:3404     

  

§3404.  Contract amendment

An amendment to a contract of partnership shall be filed for registry in the same manner as an original contract of partnership.  Until filed for registry, such amendment shall not be effective as to third persons.  An amendment to a contract of partnership that is not registered with the secretary of state shall be accompanied by an original copy of the contract of partnership, or a certified copy, and all previous amendments.

Acts 1980, No. 151, §1, eff. Jan. 1, 1981.

Louisiana Laws - Louisiana State Legislature
      RS 9:3405     

  

§3405.  Registration; endorsement; issuance of certificate; effect

When all fees have been paid, the secretary of state shall register the contract of partnership, or a certified copy, or the statement of a foreign partnership, in the Central Registry for Contracts of Partnership created for that purpose, endorse on all documents delivered the month, day, year, and hour of filing, and shall issue a certificate of registry certifying that the contract of partnership or statement of the foreign partnership is filed and registered.  The certificate of registry shall be conclusive evidence of due registration.  A contract, statement, or amendment that is duly registered is deemed registered as of the time of filing.

Acts 1980, No. 151, §1, eff. Jan. 1, 1981; Acts 1999, No. 342, §4.

Louisiana Laws - Louisiana State Legislature
      RS 9:3406     

  

§3406.  Recorder of mortgages; filings

A multiple original of the contract of partnership, or a copy certified by the secretary of state, and a copy of the certificate of registry, shall be filed for registry with the recorder of mortgages of the parish in which the partnership maintains its principal place of business.  Failure to file these documents with the recorder of mortgages as provided by this Section shall not affect the title of immovable property as being in the partnership or the status of a partner in commendam, or a limited partner.

Acts 1980, No. 151, §1, eff. Jan. 1, 1981.

Louisiana Laws - Louisiana State Legislature
      RS 9:3407     

  

§3407.  Delivery in advance of effective date

Prior to its effective date, a contract of partnership or a statement of a foreign partnership may be delivered to the secretary of state for filing and registration on any specified month, day, year, and hour on or before the thirtieth day after the day of delivery.

Acts 1980, No. 151, §1, eff. Jan. 1, 1981.

Louisiana Laws - Louisiana State Legislature
      RS 9:3408     

  

§3408.  Filing within five days of execution; effect

A contract of partnership or a statement of a foreign partnership filed for registry with the secretary of state within five days of execution, exclusive of legal holidays, is deemed filed for registry on the month, day, year, and hour of execution.

Acts 1980, No. 151, §1, eff. Jan. 1, 1981.

Louisiana Laws - Louisiana State Legislature
      RS 9:3409     

  

§3409. Annual report

            A. Each year on or before the anniversary date of registration with the secretary of state, any partner shall make and sign in the partnership name a report to the secretary of state, stating:

            (1) The municipal address, which shall not be a post office box only, of its principal place of business in this state.

            (2) The names and municipal addresses, which shall not be post office boxes only, for each partner.

            (3) The taxpayer identification number of the partnership. The failure to include the taxpayer identification number of the partnership shall not invalidate nor cause the secretary of state to reject the report.

            B. The secretary of state may prescribe and furnish forms for filing the annual report.

            C. Any partnership registered with the secretary of state prior to August 15, 1997, shall file an annual report on the next anniversary date of registration.

            D. The provisions of this Section shall not apply to a partnership which does not have a written agreement.

            Acts 1997, No. 989, §1; Acts 2019, No. 19, §1, eff. May 28, 2019.

Louisiana Laws - Louisiana State Legislature
      RS 9:3410     

  

§3410.  Filing and copying fees

A.  The secretary of state shall be paid fees as provided in R.S. 49:222 in advance, for the use and benefit of the state, by every registered partnership:

(1)  For filing a contract of partnership.

(2)  For certified copies.

(3)  For additional certificates.

(4)  For filing an annual report.

B.  The secretary of state shall be paid fees as provided in R.S. 49:222 in advance, for the use and benefit of the state, by every registered foreign partnership:

(1)  For filing partnership registration statements and amended registration statements.

(2)  For termination of registration.

(3)  For filing an annual report.

Acts 1997, No. 989, §1; Acts 2001, No. 1186, §1; Acts 2008, No. 913, §1.