§ 12:1308 — Registered office and registered agent

§1308. Registered office and registered agent
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 R.S. 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 R.S. 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 R.S. 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.

Legislative History

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.