Louisiana Revised Statutes 12:1345 – Application for certificate of authority
Terms Used In Louisiana Revised Statutes 12:1345
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- Business: means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit. See Louisiana Revised Statutes 12:1301
- Foreign limited liability company: means a limited liability company formed under the laws of any state other than this state. See Louisiana Revised Statutes 12:1301
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization. See Louisiana Revised Statutes 12:1301
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- Person: means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association. See Louisiana Revised Statutes 12:1301
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 12:1301
A. Application by a foreign limited liability company to procure a certificate of authority shall be made to the secretary of state and shall set forth the following:
(1) The name of the limited liability company and the state or other jurisdiction under the laws of which it is organized.
(2) If the name of the limited liability company does not conform with the requirements of La. Rev. Stat. 12:1344, then the name of the limited liability company with the word, abbreviation, or distinguishing term upon the records of the secretary of state that it elects to add for use in this state.
(3) The date of organization and the period of duration, if any, of the limited liability company.
(4) The address of the registered office of the limited liability company in the state or other jurisdiction under the laws of which it is organized and the address or intended address of its principal business office outside of this state.
(5) The address of the principal business establishment in this state, the address of the registered office in this state, and the name and address of its registered agent in this state. If the company does not have a principal place of business establishment in this state, the address of its registered agent in this state shall be deemed to be the address of its principal place of business establishment in this state.
(6) The nature of the business that the limited liability company proposes to transact in this state and a statement that it is empowered to transact such business under the laws under which it is organized.
(7) Such additional information as may be prescribed by the secretary of state as necessary or appropriate in order to enable the secretary of state to determine whether such limited liability company is entitled to a certificate of authority to transact business in this state, and to determine and assess the fees and taxes prescribed by the laws of this state.
B. The application shall be made on a form prescribed and furnished by the secretary of state and shall be executed in duplicate in the limited liability company’s name by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company. The application shall be acknowledged by the person who signed it or may be executed by authentic act.
C. Duplicate applications for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence or a certificate of good standing, not a certified copy of the articles of organization or certificate of organization of the limited liability company, from an authorized official of the jurisdiction of its organization bearing an original signature and dated within ninety days of its submission for a certificate of authority and a notarized affidavit of acknowledgment and acceptance signed by each registered agent. The failure to attach a notarized affidavit of acknowledgment and acceptance as required by this Section shall not be a defense to proper service of process on the limited liability company.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 1999, No. 342, §5; Acts 2001, No. 543, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.