§262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on
authority to do business with the state
A.Where a corporation has failed to designate and maintain a registered office and
to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for
a period of one hundred eighty consecutive days, or where a corporation has failed to file an
annual report for three consecutive years, according to the records of the secretary of state,
the secretary of state shall revoke the articles of incorporation and franchise of such
corporation.
B.Nothing contained in this Section shall be construed to prevent the state, through
the office of the attorney general, from asserting a cause of action to revoke the articles of
incorporation and
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§262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on
authority to do business with the state
A. Where a corporation has failed to designate and maintain a registered office and
to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for
a period of one hundred eighty consecutive days, or where a corporation has failed to file an
annual report for three consecutive years, according to the records of the secretary of state,
the secretary of state shall revoke the articles of incorporation and franchise of such
corporation.
B. Nothing contained in this Section shall be construed to prevent the state, through
the office of the attorney general, from asserting a cause of action to revoke the articles of
incorporation and franchise of a corporation on any of the following grounds:
(1) The corporate franchise was procured through fraud practiced upon the state.
(2) The corporation has continued to abuse authority conferred upon it.
(3) The corporation should not have been formed under this Chapter, or has been
formed thereunder without a substantial compliance with the conditions precedent to
incorporation prescribed by this Chapter.
C. The corporation shall not be revoked if the corporation places itself in good
standing.
D. At least thirty days prior to revoking the articles of incorporation and the
corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall
give notice to the affected corporation of his intention to revoke the articles of incorporation
and the corporate franchise by directing notice of such intention to the last designated
registered agent of such corporation, as shown on the records of his office. Such notice shall
be in writing and sent to the registered agent by United States mail at the agent's last known
address. If there is no registered agent of record, the notice shall be directed to the
corporation at its registered office.
E.(1) The certificate of incorporation and articles of incorporation shall be reinstated
upon the filing, with the secretary of state and within three years from the effective date of
the revocation, of an application of reinstatement, signed and acknowledged by an officer of
the corporation, accompanied by a reinstatement fee and a current annual report. The
secretary of state may prescribe and furnish forms for the reinstatement and annual report.
However, if a suit for liquidation or receivership has been filed at the time the reinstatement
is applied for, then the unanimous written consent to the reinstatement by the shareholders,
certified by the corporation's secretary to contain the signatures of all of the shareholders,
shall also be filed with the application for reinstatement.
(2) The secretary of state shall furnish the certificate of reinstatement in duplicate,
one copy of which shall be filed by the corporation with the clerk of court or, in Orleans
Parish, with the recorder of mortgages and register of conveyances. Upon filing the current
annual report and payment of the reinstatement fee and upon filing the unanimous written
consent of the shareholders to the reinstatement, certified by the corporation's secretary if a
suit for liquidation or receivership has been filed, the certificate of reinstatement of such
charter and articles of incorporation shall be retroactive and the charter and articles of
incorporation shall continue in existence as though the revocation had never occurred.
(3) After revocation of the charter or articles of incorporation, the corporate name
shall not be available to any other corporation for a three-year period. After three years have
expired, if the corporate name is still available, the corporation can be reinstated by following
the same procedures and by satisfying the same provisions and requirements as set forth
herein. If the name is not available, an amendment changing the original name must be filed
in the same manner as provided for in R.S. 12:238.
F.(1) As used in this Subsection, the phrase "not in good standing" means any
corporation which is more than twelve months delinquent in filing an annual report.
(2) Each corporation, domestic and foreign, which is not in good standing is
prohibited from engaging in commercial business operations with the state or its boards,
agencies, departments, or commissions. Any contract between a corporation, which is not
in good standing, and the state or its boards, agencies, departments, or commissions is
subject to be declared null and void, by said board, agency, department, or commission or
by the division of administration.
G. Any revocation of a corporation's articles of incorporation and franchise under the
provisions of this Section shall not affect any cause of action against such corporation or the
right to proceed against any property owned by the corporation, nor shall such revocation
prohibit a corporation from selling property belonging to the corporation in the same manner
as if the revocation had not occurred.
H. A church which is a member of and in good standing with a statewide church
association shall not be subject to the revocation otherwise applicable to corporations
pursuant to this Section.