AMENDMENTS
Louisiana Corporation (business and nonprofit)
An amendment to the articles of incorporation must indicate the current corporate name, identify the changes being made, the date and manner of adoption and the number of shares (business) or directors/members (nonprofit) which voted for and against the amendment.
Amendments must be executed by an officer of the corporation. The amendment must be notarized and dated.
The fee for filing is $60. A certificate and a certified copy are issued. A multiple original, or the certified copy, and a copy of the certificate of amendment, is filed in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
Foreign Corporation (business and nonprofit)
A foreign corporation authorized to transact business in Louisiana shall file for an amended certificate of authority if it changes its corporate name or proposes to transact business in this state other than that set forth in its prior application. Application for an amended certificate of authority is made by submitting form #326 in duplicate, the same form required for the original certificate of authority. If the corporation is changing its name, in addition to the form, a certificate evidencing the name change, issued by the authorized official of the jurisdiction of incorporation, is required.
The fee for filing is $100. A certificate, and a filed copy of the amended application form, is issued.
Louisiana Limited Liability Company
An amendment to the articles of organization must indicate the current name, identify the changes being made, and the date and manner of adoption.
Amendments must be executed by a manager, if management of the company is vested in one or more managers, or by at least one member if management of the company is reserved to the members. The amendment must be notarized and dated.
The fee for filing is $75. A filed copy of the amendment is issued.
Foreign Limited Liability Company
A foreign limited liability company authorized to transact business in Louisiana shall file for an amended certificate of authority if it changes its name or proposes to transact business in this state other than that set forth in its prior application. Application for an amended certificate of authority is made by submitting form #972 in duplicate, the same form required for the original certificate of authority. If the company is changing its name, in addition to the form, a certificate evidencing the name change, issued by the authorized official of the jurisdiction of organization, is required.
The fee for filing is $125. A certificate, and a filed copy of the amended application form, is issued.
Louisiana Partnership
An amendment to a contract of partnership must indicate the current partnership name and identify the changes being made. If new partners are being admitted, the names and municipal addresses of the new partners must be included.
Amendments must be duly executed by the partners and dated. Notarization is not required.
If a partnership was formed prior to January 1, 1981, the date the central registry for contracts of partnership was created, and the contract of partnership is not registered with the Secretary of State, new amendments submitted for filing must be accompanied by an original copy of the contract, or a certified copy, and all previous amendments.
The fee for filing is $100. A certificate and a certified copy are issued. A multiple original, or the certified copy, and a copy of the certificate, is filed with the recorder of mortgages of the parish in which the partnership maintains its principal place of business.
Foreign Partnership
A foreign partnership, duly registered with the Secretary of State, shall amend its filing to reflect changes in its certificate of partnership by submitting form #344, the same form required for the original registration.
The fee for filing is $150. A certificate, and a filed copy of the amended registration form, is issued.
ANNUAL REPORTS
Louisiana Corporation (business) and Foreign (business and nonprofit)
Each year, on or before the anniversary date of incorporating or qualifying in Louisiana, all Louisiana business and all foreign business and nonprofit corporations must file an annual report. The reports serve the purpose of maintaining proper information regarding the corporation's registered office address, agents for service of process, corporate directors and officers. The annual report form, printed with the current information on file in the Secretary of State's office, including the corporation's identification number, is mailed to the corporation at least 30 days prior to the anniversary date. (Blank forms are not furnished.) Corporations which have failed to file the required annual reports will be considered 'not in good standing'. In addition, a corporation will be subject to revocation when delinquent in annual report filings for three consecutive years.
The filing fee is $25. No acknowledgment is returned.
Louisiana Nonprofit Corporation
Each year, on or before the anniversary date of incorporating, all Louisiana nonprofit corporations must file an annual report. The reports serve the purpose of maintaining proper information regarding the corporation's registered office address, agents for service of process, corporate directors and officers. The annual report form, printed with the current information on file in the Secretary of State's office, including the corporation's identification number, is mailed to the corporation at least 30 days prior to the due date. (Blank forms are not furnished.) Corporations which have failed to file the required annual reports will be considered 'not in good standing'. In addition, a corporation will be subject to revocation when delinquent in annual report filings for three consecutive years.
The filing fee is $5. No acknowledgment is returned.
Louisiana Partnership
Each year, on or before the anniversary date of registration, all Louisiana partnerships registered in the Secretary of State's office must file an annual report. The reports serve the purpose of maintaining proper information regarding the partnership's principal place of business and names and addresses of partners. The annual report form, printed with the current information on file in the Secretary of State's office, including the partnership's identification number, is mailed to the partnership at least 30 days prior to the anniversary date. (Blank forms are not furnished.)
The filing fee is $25. No acknowledgment is returned.
Foreign Partnership
Each year, on or before the anniversary date of registration, all foreign partnerships registered in the Secretary of State's office must file an annual report. The reports serve the purpose of maintaining proper information regarding the partnership's principal place of business, the registered agent for service of process, and the principal place of business in Louisiana. The annual report form, printed with the current information on file in the Secretary of State's office, including the partnership's identification number, is mailed to the partnership at least 30 days prior to the anniversary date. (Blank forms are not furnished.)
The filing fee is $25. No acknowledgment is returned.
Louisiana and Foreign Limited Liability Companies
Each year, on or before the anniversary date of organizing or qualifying in Louisiana, all Louisiana and all foreign limited liability companies must file an annual report. The reports serve the purpose of maintaining proper information regarding the company's registered office address, agents for service of process, and, for Louisiana companies, members and managers. The annual report form, printed with the current information on file in the Secretary of State's office, including the company's identification number, is mailed to the company at least 30 days prior to the anniversary date. (Blank forms are not furnished.) Companies which have failed to file the required annual reports will be considered 'not in good standing'. In addition, a company will be subject to revocation when delinquent in annual report filings for three consecutive years.
The filing fee is $25. No acknowledgment is returned.
CERTIFICATES OF CORRECTION
Louisiana Corporation (business and nonprofit)
Whenever an instrument filed with the Secretary of State 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 a certificate of correction. It shall specify the inaccuracy or defect to be corrected and either set forth the portion of the instrument in corrected form or have attached to it the entire original instrument with the corrections clearly indicated thereon.
Certificates of correction must be executed by an officer of the corporation. The certificate must be notarized and dated.
When the corporation has no officers, directors, or shareholders, each incorporator shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.
The fee for filing is $60. A certified copy is issued. A multiple original, or the certified copy, shall be filed in the office of the recorder of mortgages in which the original instrument was filed.
Foreign Corporation
Whenever the original or amended application for certificate of authority filed with the Secretary of State 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 a certificate of correction. It shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.
Certificates of correction shall be executed by any authorized officer.
The fee for filing is $100. A filed copy of the certificate of correction is issued.
Louisiana Limited Liability Company
Whenever an instrument filed with the Secretary of State contains an inaccurate record of the action therein referred to or has been defectively executed, the instrument may be corrected by filing a certificate of correction. It shall set forth the title of the instrument being corrected, the date the instrument was filed, the inaccurate provision in the instrument as previously filed and as corrected. It cannot change the effective date of the instrument being corrected.
Certificates of correction must be executed by a manager , if management is vested in one or more managers, or by a member, if management is reserved to the members. The certificate of correction must be notarized and dated.
The fee for filing is $75. A filed copy of the certificate of correction is issued. If the instrument being corrected was filed in the office of the recorder of conveyances, then a multiple original, or a copy certified by the Secretary of State, must be filed with the recorder also.
Foreign Limited Liability Company
Whenever the original or amended application for certificate of authority filed with the Secretary of State is an inaccurate record of the action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing a certificate of correction. It shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.
Certificates of correction must be executed by a manager, if management is vested in one or more managers, or by a member, if management is reserved to the members.
The fee for filing is $125. A filed copy of the certificate of correction is issued.
Trade Name, Trade Mark and Service Mark
Whenever the original certificate of registration filed with the Secretary of State is an inaccurate record of the name or mark action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing a certificate of correction. It shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form.
Certificates of correction must be executed by the applicant, dated and notarized.
The fee for filing is $50. A filed copy of the certificate of correction is issued.
CHANGE OF OFFICER, DIRECTOR, MEMBER AND MANAGER
Corporation and Limited Liability Company
A company may submit a change of officer, director, member or manager to the Secretary of State, by letter, signed by an officer or director (corporation), or by a member or manager (limited liability company). The names and addresses (not post office box numbers), and the title of each, should be indicated.
The fee for filing is $25. A filed copy of the letter is issued.
CHANGE OF ADDRESS OF OFFICER, DIRECTOR, MEMBER, MANAGER AND PARTNER
Corporation, Limited Liability Company and Partnership
A company or partnership may submit a change of address of any officer, director, member, manager or partner to the Secretary of State, by letter, signed by an officer or director (corporation), member or manager (limited liability company), or partner (partnership). The officer, director, member, manager or partner whose address is being changed, may sign and submit his own letter.
The fee for filing is $25. A filed copy of the letter is issued.
CHANGE OF MAILING ADDRESS
Corporation, Limited Liability Company, Partnership and Trade Name
If an entity chooses to list a post office box as a mailing address in the files of the Secretary of State's office, it may do so. Or, an entity may change a mailing address already on file. In either case, a letter, signed by an officer or director (corporation), a manager or member (limited liability company), a partner (partnership) or owner (trade name), may be submitted. The letter will not become a part of the official record of the entity, but will be placed in a separate file containing only change of mailing address letters.
There is no fee required. No acknowledgment is issued.
DISSOLUTIONS
Louisiana Corporation (business and nonprofit)
In addition to the dissolution by affidavit (form #339), a corporation may be dissolved by authorization of the shareholders, or incorporators if no shares have been issued (business) or by the members, or incorporators if there are no members (nonprofit).
This type of dissolution requires an appointment of a liquidator and the publication in a newspaper of general circulation in the parish where the registered office is located. The publication must state that liquidation is out of court and must give the name and address of the liquidator. A copy of the notice, with the affidavit of the publisher of the newspaper, must be filed with the Secretary of State.
In addition, a certificate stating that the dissolution has been authorized, indicating the manner of such authorization, signed by an officer of the corporation and notarized, is submitted with the newspaper notice.
The fee for filing is $60. A certified copy is issued. This certified copy is filed in the office of the clerk of court of the parish in which the corporation's registered office is located.
When the corporation has been liquidated completely, the liquidator shall sign and have notarized a certificate stating that the corporation has been liquidated and is dissolved. Upon receipt, the Secretary of State will contact the Departments of Revenue and Labor. When these departments advise the Secretary of State that all fees and taxes due have been paid by the corporation, a certificate of dissolution will be issued in duplicate.
Louisiana business corporations whose activities are subject to regulation by the Department of Environmental Quality will be required to pay all fees owed to DEQ prior to the issuance of the certificate of dissolution by the Secretary of State. The Secretary of State will request the clearance letter from DEQ.
If a Louisiana business corporation is dissolving by the above described method, and its activities are not subject to regulation by the Department of Environmental Quality, an affidavit, signed by a corporate officer, stating that the corporation's activities are not subject to regulation by the Department of Environmental Quality, shall accompany the liquidator's certificate.
No fee is required when submitting the liquidator's certificate. One of the duplicate certificates of dissolution shall be filed in the office of the recorder of mortgages in the parish in which the corporation's registered office is located.
Louisiana Limited Liability Company
Articles of dissolution shall be filed with the Secretary of State and must state the name of the limited liability company, the date of filing of its articles of organization and all amendments thereto, the reason for filing the articles of dissolution, and the effective date of the articles of dissolution if they are not to be effective upon filing. They shall be signed by a manager, if management is vested in one or more managers, or by a member, if management is reserved to members, and notarized.
Notice of authorization of the dissolution, stating that the company is to be liquidated out of court, shall be published in a newspaper of general circulation in the parish in which the company's registered office is located. A copy, with the affidavit of the publisher of the newspaper, is filed with the Secretary of State along with the articles of dissolution.
The fee for filing is $75. A filed copy is issued.
When liquidation is complete, one or more members or the liquidator shall sign and have notarized a certificate stating that the company has been liquidated and is dissolved. Upon receipt, the Secretary of State will contact the Department of Labor. When the Department of Labor advises the Secretary of State that all fees due have been paid by the company, a certificate of dissolution will be issued.
No fee is required when submitting the certificate of dissolution.
Louisiana Partnership
A partnership termination can be registered with the Secretary of State's office in the same manner as an amendment to an agreement. Partnership termination procedures are varied. A thorough reading of the laws governing termination is suggested.
The fee for filing is $100. A certificate and a certified copy are issued.
MERGERS AND CONSOLIDATIONS
Corporation, Limited Liability Company and Partnership
Any one or more corporation, limited liability company or partnership may merge or consolidate with or into any other corporation, limited liability company or partnership. A thorough reading of the laws governing mergers and consolidations is suggested.
The fee for filing is governed by the types of entities involved. In addition, the number of certificates issued varies. Please call the corporation information number for additional information.
PARTNERSHIP CONTRACT OR AGREEMENT
Louisiana
The terms of each contract of partnership are dependent on the needs of the partners. A thorough reading of the laws governing partnerships is suggested.
In order to be accepted for filing in the Secretary of State's office, the original contract, or a multiple original, duly executed by the partners, must be submitted. The contract must contain the name of the partnership, the municipal address of its principal place of business in this state, and the name and municipal address of each partner.
If the original contract of partnership was executed prior to January 1, 1981, the date when the central registry for contracts of partnership went into effect, a copy, certified by the clerk of court of the parish of recordation, may be filed. If the contract does not contain municipal addresses for the partnership or the partners, Form #342 may be executed and attached to the certified copy for filing in the Secretary of State's office.
The fee for filing is $100. A certificate and a certified copy are issued. A copy of the certificate and a multiple original, or the certified copy, shall be filed for registry with the recorder of mortgages of the parish in which the partnership maintains its principal place of business.
RESIGNATION OF REGISTERED AGENT
Louisiana Corporation (business and nonprofit)
A corporate registered agent may resign, but such resignation is only effective when written notice has been given to the corporation, the Secretary of State and the recorder of mortgages of the parish in which the registered office is located.
The resignation should contain the full name of the corporation, the name of the resigning agent, and must be signed by the resigning agent.
The fee for filing is $25. A filed copy is issued.
Foreign Corporation (business and nonprofit)
A corporate registered agent may resign by submitting a written resignation to the Secretary of State. The resignation will become effective thirty days after receipt unless a new agent is appointed by the corporation prior to the expiration of the thirty day period.
The resignation should contain the full name of the corporation, the jurisdiction under which it was organized, the name of the resigning agent, and must be signed by the resigning agent.
The fee for filing is $25. A filed copy is issued.
Louisiana Limited Liability Company
A registered agent for a limited liability company may resign by providing written notice to the limited liability company and the Secretary of State.
The resignation should contain the full name of the limited liability company, the name of the resigning agent, and must be signed by the resigning agent.
The fee for filing is $25. A filed copy is issued.
Foreign Limited Liability Company
A registered agent for a foreign limited liability company may resign by providing written notice to the Secretary of State. The resignation will become effective thirty days after receipt unless a new agent is appointed by the company prior to the expiration of the thirty day period.
The resignation should contain the full name of the limited liability company, the jurisdiction under which it was organized, the name of the resigning agent, and must be signed by the resigning agent.
The fee for filing is $25. A filed copy is issued.
RESTATED ARTICLES OF INCORPORATION
Louisiana Corporation (business and nonprofit)
Restated articles of incorporation shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments; and shall recite (1) that the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement without substantive change except as made by any new amendment contained in the restatement, and indicate any such changes; (2) that each amendment has been effected in conformity with law; (3) the date of incorporation and the date of the restatement; and (4) such other information as may be required if the restatement contains any new amendment. (See requirements for amendments.)
The restatement must be executed by an officer of the corporation. It must be notarized and dated.
The fee for filing is $60. A certificate and a certified copy is issued. A multiple original, or the certified copy, and a copy of the certificate, is filed in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.
REVOCATIONS
The Secretary of State is authorized to revoke Louisiana corporations when they fail to file annual reports for three consecutive years; foreign corporations when they fail to file one annual report. Revocations take place quarterly. For example, those corporations that meet the above criteria, whose incorporation or qualification date falls between January 1st and March 31st will receive a 'notice of intent to revoke' letter from this office on April 15th. If the corporation does not submit an annual report, revocation will take place on May 15th for the Louisiana corporations, and on June 15th for the foreign corporations. If the file date falls between April 1st and June 30th, the notification letter is sent on July 15th, etc.
The current lists of the corporations that qualify for revocation are available on-line. Search our database for up-to-the-minute information in the event a corporation has been revoked or has filed its current annual report and is in good standing. In addition, a revoked corporation may have applied for, and been granted, a reinstatement. Questions may be directed to one of our specialists by phone 225.925.4704 or by e-mail commercial@sos.louisiana.gov.
SUSPENSIONS
Foreign Corporation
The certificate of authority of a foreign corporation can be revoked or suspended by the Secretary of State when the foreign corporation fails to maintain a registered agent or registered office in this state, or when the corporation fails to file its annual report.
The Secretary of State is authorized to revoke the suspension when the corporation complies by filing the current annual report. Call the corporation information number to request the annual report form. Or, you can obtain the form after searching the Corporations Database for the entity that you want to check. If the entity has been revoked, there will be a link to download an Adobe PDF form.
The fee for filing is $100, plus the filing fee for the annual report. A certificate is issued.
If suspension took place longer than six months prior to the corporation's submission of the annual report and filing fees, an original certificate of good standing or existence, issued by an authorized official of the jurisdiction of incorporation, dated within ninety days, must be included in the submission.
TERMINATION OF DISSOLUTION PROCEEDINGS
Louisiana Corporation (business and nonprofit)
At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the shareholders (business) or members (nonprofit) as was required to commence the dissolution proceeding. A certificate indicating such action, signed by an officer of the corporation, is submitted to the Secretary of State. The certificate must be notarized and dated.
Notice of termination of the dissolution shall be published in a newspaper of general circulation in the parish in which the corporation's principal office is located.
The fee for filing is $60. A filed copy is issued. A multiple original of the certificate shall be filed in the office of the recorder of mortgages of the parish in which the corporation's registered office is located.
TERMINATION OF WITHDRAWAL PROCEEDINGS
Foreign Corporation and Limited Liability Company
At any time before the certificate of withdrawal is issued by the Secretary of State, 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 (corporation), or the manager, if management of the company is vested in one or more managers, or by a member if management of the company is reserved to the members (limited liability company).
The fee for filing is $100 for corporations and $125 for limited liability companies; A filed copy is issued. The application for withdrawal form is returned. |