Corporations – Foreign Corporation – Louisiana
LOUISIANA REVISED STATUTES, §§ 12:301 and 12:321 (Foreign Corporation Law)
No foreign corporation shall have the right to transact business in Louisiana until it shall have procured a certificate of authority to do so from the secretary of state.
No certificate of authority shall 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 the same as or indistinguishable from the name of any business or nonprofit corporation organized under the laws of Louisiana 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.
The application for a certificate of authority 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.
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.
A foreign corporation which has a certificate of authority which is valid, shall, until a certificate of revocation or of withdrawal shall have been issued:
(1) Be authorized to transact business in Louisiana, 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 Louisiana; and
(3) Except as in this Chapter otherwise provided, be subject to the same duties, restrictions, penalties and liabilities imposed upon a business or nonprofit corporation of like character organized under the laws of Louisiana.
Each foreign corporation authorized to transact business in Louisiana shall have and continuously maintain in Louisiana:
(1) At least one registered agent, which agent may be either (a) an individual resident in Louisiana 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 Louisiana, or (c) a domestic corporation, or a foreign corporation authorized to transact business in Louisiana, which has a business office identical with such registered office, which is authorized by its articles or certificate of incorporation 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 Louisiana.
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 Louisiana. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the corporation is engaged in Louisiana in a business which will subject it to liability for state severance taxes, a complete account of all severances produced from its operations in Louisiana. Such records may be in written form or in any other form capable of being converted into written form within a reasonable time.
No foreign corporation transacting business in Louisiana shall be permitted to present any judicial demand before any court of Louisiana unless it has been authorized to transact such business.
The failure of a foreign corporation to obtain a certificate of authority to transact business in Louisiana does 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 Louisiana.
A foreign corporation which transacts business in Louisiana without a certificate of authority shall be liable to Louisiana, for the years or parts thereof during which it transacted business in Louisiana without a certificate of authority, in an amount equal to all fees and taxes which would have been imposed by law upon such corporation.
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