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Terms Used In Louisiana Revised Statutes 12:1350

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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 foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state:

            (1) At least one registered agent, which agent shall be one of the following:

            (a) An individual resident in this state whose business office is identical to the limited liability company’s registered office.

            (b) An individual attorney or a partnership which is authorized to practice law in this state with an office in this state.

            (c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical to such registered office, and which is authorized by its articles or certificate of incorporation or organization to act as an 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 names of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.

            (2) A registered office which may, but need not, be the same as its business office in this state.

            B.(1) A foreign limited liability company authorized to transact business in this state may change its registered office or its registered agent upon filing in the office of the secretary of state a statement setting forth the following:

            (a) The name of the limited liability company.

            (b) If the address of its registered office is to be changed, the address to which the registered office is to be changed.

            (c) If its registered agent is to be changed, the name of its successor registered agent. Attached thereto shall be a notarized affidavit of acknowledgment and acceptance signed by the successor registered agent.

            (d) If the address of its principal business establishment is to be changed, the address to which the principal business establishment is to be changed.

            (2) If its registered agent is an individual or a corporation, the address of its registered office and the address of the business office of its registered agent, as changed, shall be identical.

            (3) The statement shall be executed in the name of the limited liability company 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, by authentic act or acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, as the case may be, shall become effective.

            C. A similar statement executed by the registered agent shall be filed in like manner within thirty days after any change in the name of a corporation or partnership which is the registered agent.

            D. Any registered agent of a foreign limited liability company may resign as such agent upon filing a written notice of his resignation, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the limited liability company at its principal business office address. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. If the registered agent resigns, or if for any other reason the limited liability company ceases to maintain a registered agent, a successor agent shall be appointed under the procedure set forth in Subsection B of this Section within thirty days after termination of the tenure of the former agent.

            E. If the limited liability company’s registered office should be vacated, a new office shall be designated under the procedure set forth in Subsection B of this Section within thirty days. If such designation is not made, the office of the secretary of state may thereafter be treated as the registered office of the limited liability company by any person other than the limited liability company itself.

            F. Each limited liability company 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 this state. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the limited liability company is engaged in this state in a business that will subject it to liability for state severance taxes, a complete account of all severance produced from its operations in this state.

            G. The secretary of state may prescribe and furnish forms for filing the statement of change and agent resignation.

            Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2003, No. 368, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.