§ 12:205 — Filing and recording articles; issuance and effect of certificate of incorporation;

§205. Filing and recording articles; issuance and effect of certificate of incorporation;
commencement of corporate existence
A. The articles shall be filed with the secretary of state. The secretary of state may
prescribe and furnish forms for filing the articles of incorporation. The articles may be
delivered to the secretary of state in advance for filing as of any specified date and, if
specified upon such delivery, as of any given time on such date, within thirty days after the
date of delivery.
B. If the secretary of state finds that the articles are in compliance with the provisions
of this Chapter and after all fees have been paid, the secretary of state shall record the articles
in his office, endorse thereon the date and, if requested, the hour of filing thereof with him,
and issue a certificate of incorporation which shall show the date and, if endorsed on the
articles, the hour of filing of the articles with him. The certificate of incorporation shall be
conclusive evidence of the fact that the corporation has been duly incorporated, except that
in any proceeding brought by the state to annul, forfeit, or vacate a corporation's franchise,
the certificate of incorporation shall be only prima facie evidence of due incorporation.
C. Upon the issuance of the certificate of incorporation, the corporation shall be duly
incorporated, and the corporate existence shall begin, as of the time when the articles were
filed with the secretary of state, except that, if the articles were so filed within five days,
exclusive of legal holidays, after acknowledgment thereof or execution thereof as an
authentic act, the corporation shall be duly incorporated, and the corporate existence shall
begin, as of the time of such acknowledgment or execution.
D. A multiple original of the articles, or a copy certified by the secretary of state,
with a copy of the certificate of incorporation, shall within thirty days after filing of the
articles with the secretary of state, be filed for record in the office of the recorder of
mortgages of the parish in which the registered office of the corporation is located.
E.(1) If the corporation contracts with the state, a statement acknowledging such
contract shall be filed with the secretary of state, and shall include the names and addresses
of the board of directors, officers, and all persons or corporate entities who hold an
ownership interest of five percent or more in the corporation or who hold by proxy the voting
power of five percent or more in the corporation and, if anyone is holding stock in his own
name that actually belongs to another, the name of the person for whom held, including stock
held pursuant to a counterletter. The statement acknowledging a state contract and
ownership and voting interest shall be duly acknowledged, or executed by authentic act. The
secretary of state may prescribe and furnish forms for filing such statement.
(2) The provisions of this Subsection shall not apply to any charitable or religious
nonprofit corporation which is organized and existing on a "nonstock basis".

Legislative History

Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1983, No. 88, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.