§ 12:236 — Registered office and agent

Louisiana § 12:236

• Jurisdiction: Louisiana
• Title 12: Conservation of Cultural Resources

Text

§236. Registered office and agent
A. Every corporation shall continuously maintain an office in this state, to be known
as its registered office. The location and post office address of the original registered office
shall be stated in the articles, as provided in R.S. 12:203.
B. After incorporation, a change in the location of the registered office may be
authorized at any time by the board of directors. Within thirty days after the change is made,
notice of the change, and of the address of the new registered office, shall be filed with the
secretary of state and with the recorder of mortgages of the parish in which the new office
is located. If the registered office should be vacated by the corporation, a new registered
office shall be designated by the board, and notice of the change and of the post office
address of the new office shall be filed with the secretary of state and with the recorder of
mortgages of the parish in which the new office is located, within thirty days. 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; except that if no notice 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 corporation itself. If the registered office is changed from one parish to another, the
notice of change shall be filed with the recorder of mortgages of both the parish from which,
and that to which, the registered office is removed. The registered office shall be considered
the domicile of the corporation for all purposes.
C.(1)(a) Every corporation shall continuously maintain in this state at least one
registered agent, which agent may be any of the following:
(i) An individual who is a resident of this state.
(ii) A partnership which is authorized to practice law in this state.
(iii) A business corporation, 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 corporation for service of process, and which has on file with the secretary of state a
certificate or amended 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.
(b) Legal process and other notices or demands may be served on the corporation by
service upon this agent and if the agent is a partnership, upon any partner.
(2) The full name and address of the agent shall be stated in the articles, as provided
in R.S. 12:203, and a notarized affidavit of acknowledgement and acceptance signed by each
such agent shall be attached thereto. The failure to attach a notarized affidavit of
acknowledgement and acceptance as required by this Subsection shall not be a defense to
proper service of process on the corporation. The address of the registered agent in this state
may be changed by filing with the secretary of state, by either the corporation or the agent,
of written notice of such change, a copy of which shall also be filed with the recorder of
mortgages of the parish of the corporation's domicile. Notice of change of the name of a
corporate or partnership registered agent shall be filed in like manner within thirty days after
the change.
(3) A registered agent may resign, but such resignation shall be effective only when
written notice thereof has been given to the corporation, the secretary of state, and the
recorder of mortgages of the parish in which the registered office is located. If the registered
agent resigns, or if for any other reason the corporation ceases to maintain a registered agent,
a successor agent shall be appointed by the board of directors within thirty days after the
resignation or other event which terminated the tenure of the former agent. The full name
and municipal street address of the successor agent shall be certified in writing signed in the
name of the corporation by an officer of the corporation, and shall be filed with the secretary
of state and the recorder of mortgages. Upon compliance with the foregoing provisions,
including the requirement of a notarized affidavit of acceptance, the successor agent shall be
vested with the powers of the agent succeeded.
D. The secretary of state and each recorder of mortgages shall keep in their
respective offices, for public inspection, a permanent record of registered offices and agents,
showing all changes therein and the date of each change.
E. In addition to the procedures contained in Subsections B and C of this Section,
a corporation may change the name of its registered agent or the location of its registered
office by including such change in the annual report required by R.S. 12:205.1. When a
change in address or location is made pursuant to this Subsection, the corporation shall cause
notice of such change to be recorded in the office of the recorder of mortgages of the parish
in which the new registered office is located, as well as in the office of the recorder of
mortgages of the parish from which the registered office was changed.
F. The secretary of state may prescribe and furnish forms for filing the notice of
change and agent resignation.

Legislative History

Acts 1968, No. 105, §1; Amended by Acts 1987, No. 769, §1; Acts 1988, No. 99, §1; Acts 1991, No. 333, §1; Acts 2001, No. 1187, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.