§ 12:1345 — Application for certificate of authority

§1345. Application for certificate of authority
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 R.S. 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.

Legislative History

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.