Louisiana Revised Statutes 12:1308 – Registered office and registered agent
Terms Used In Louisiana Revised Statutes 12:1308
- 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.
- 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
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a corporation formed under the laws of this state or a foreign corporation as defined in this Section. See Louisiana Revised Statutes 12:1301
- domestic limited liability company: means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. See Louisiana Revised Statutes 12:1301
- Foreign corporation: means a corporation formed under the laws of any state other than this state or under the laws of any foreign country. 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
- 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
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means a partnership formed under the laws of this state or a foreign partnership as defined in this Section. 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. Each limited liability company shall continuously maintain:
(1) A registered office in this state.
(2) At least one registered agent who shall be one of the following:
(a) A citizen of the state who resides in this state.
(b) A partnership or professional law corporation, which is authorized to practice law in this state, or a domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a limited liability company for service of process and which has on file with the secretary of state a certificate setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served upon it as such agent. Legal process and other notices or demands may be served on the limited liability company by service upon this agent and, if the agent is a partnership, upon any partner.
B. The location and post office address of the original registered office and the full name and post office address of the original registered agent shall be stated in the initial report as provided in La. Rev. Stat. 12:1305(E).
C.(1) After organization, a limited liability company may change its registered agent or registered office by filing for record with the secretary of state a statement authorizing the designation or change signed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members. Any change of registered agent shall be accompanied by a notarized affidavit of acknowledgment and acceptance signed by the new registered agent.
(2) A limited liability company may change the address of its registered agent by filing for record with the secretary of state a statement of the change signed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members.
(3) A change of a registered office or registered agent or address of the registered agent for a limited liability company under this Subsection shall be effective when the secretary of state accepts the statement for record.
D.(1) A registered agent may change his address in this state by filing for record with the secretary of state a statement of the change signed by him or on his behalf.
(2) The statement shall include the name of the limited liability company for which the change is effective and the new address of the registered agent.
(3) If the old and new addresses of the registered agent are the same as the old and new addresses of the registered office of the limited liability company, the statement may include a change of address of the registered office if:
(a) The registered agent notifies the limited liability company in writing.
(b) The statement recites that the registered agent has done so.
(4) The change of address of the registered agent or registered office is effective when the secretary of state accepts the statement for record.
E.(1) A registered agent may resign but such resignation shall be effective only by providing written notice to the limited liability company and the secretary of state. If the registered agent resigns, or for any other reason the limited liability company ceases to maintain a registered agent, a successor agent shall be appointed pursuant to Paragraph (C)(1) of this Section and the successor agent’s address shall be filed pursuant to Paragraph (C)(2) of this Section, within thirty days of the resignation or other event which terminated the tenure of the former agent. Upon compliance with the provisions of this Section, the successor agent shall be vested with the powers of the agent succeeded.
(2) Repealed by Acts 2003, No. 367, §2.
F. The designation of a registered office shall remain effective until a change is made therein and notice of the change is filed in the manner hereinabove provided. However, if no statement of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the limited liability company itself. The registered office shall be considered the domicile of the limited liability company for all purposes.
G. The secretary of state may prescribe and furnish forms to file the notice of change and agent resignation.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2003, No. 367, §§1 and 2; Acts 2004, No. 543, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.