§ 12:304 — Application for certificate of authority

§304. Application for certificate of authority
A. Application by a foreign corporation to procure a certificate of authority shall be
made to the secretary of state and shall set forth:
(1) The name of the corporation, the name of the state or country under the laws of
which it is incorporated, and the federal taxpayer identification number of the corporation.
The failure to include the federal taxpayer identification number of the corporation shall not
invalidate nor cause the secretary of state to reject the application.
(2) If the name of the corporation does not conform to the requirements of R.S.
12:303, the name of the corporation with the word, abbreviation or distinguishing term upon
the records of the secretary of state which it elects to add for use in this state.
(3) The address of the principal office of the corporation in the state or country under
the laws of which it is incorporated, and the address or intended address of its principal
business office outside of this state.
(4) The address of its principal business establishment in this state, the address of
its registered office in this state, and the name of its registered agent in this state. If the
corporation does not have a principal business establishment in this state, the address of its
registered agent in this state shall be deemed to be the address of its principal business
establishment in this state.
(5) The nature of the business which the corporation proposes to transact in this state,
if it does not propose, or is not permitted, to transact in this state business of every nature
which it is empowered to transact by its articles or certificate of incorporation. Such limited
authorization shall not limit or reduce the corporation's tax liability, and the corporation shall
not be entitled to any exemption from taxation granted to banks, homestead associations,
insurance companies, nonprofit corporations, or other corporations granted specific
exemptions under the laws of this state.
(6) The names and addresses of the directors and officers of the corporation.
(7) Repealed by Acts 1997, No. 299, §2.
(8) Repealed by Acts 1985, No. 266, §1.
(9) Such additional information as may be prescribed by the secretary of state as
necessary or appropriate to a determination whether the corporation is entitled to a certificate
of authority to transact business in this state, and to determine and assess the fees and taxes
prescribed in this Chapter.
(10) That the secretary of state be and he is hereby authorized and directed to require
each foreign corporation authorized to transact business in Louisiana on or before July 31,
1974, which has not supplied the designations specified in Paragraph (4) of this Subsection,
to amend its application to do business in this state by supplying same on or before
December 31, 1974. If the designations required by said paragraph have not been otherwise
supplied on or before said date, same shall be included in the next annual report required of
such foreign corporation, and in such event such designations shall be considered
amendments to the corporation's application to do business in this state.
(11)(a) If the corporation contracts with the state, a statement acknowledging such
contract shall be filed with the secretary of state. The secretary of state may prescribe and
furnish forms for the statement. The statement shall include the names and addresses of 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.
(b) This Paragraph does not apply to:
(i) Any agreement entered between the state and a corporation for electric or gas
service.
(ii) Publicly traded corporations.
B. The application shall be made on a form prescribed and furnished by the secretary
of state and shall be executed for the corporation by any officer before a notary public.
C.(1) Two copies, or three copies if the corporation is a banking corporation, of the
application for a certificate of authority shall be delivered to the secretary of state together
with a certificate of corporate existence or a certificate of good standing, not a certified copy
of the corporation's articles or certificate of incorporation, from an authorized official of the
jurisdiction of its incorporation bearing an original signature and dated within ninety days
of its submission for a certificate of authority.
(2) If the corporation seeking the issuance of a certificate of authority to transact
business in this state includes in its name the word "engineer", "engineering", "surveyor", or
"surveying", the secretary of state prior to issuance of the certificate of authority shall require
evidence satisfactory to him that written notice of such application for a certificate of
authority has been delivered to the Louisiana Professional Engineering and Land Surveying
Board in writing not less than ten days prior to the date of issuance of the certificate of
authority. If the applicant corporation files with its application to the secretary of state a
written waiver signed by the executive secretary or any officer of the Louisiana Professional
Engineering and Land Surveying Board waiving the requirement of ten days' written notice
to said board as set forth in the preceding sentence, the secretary of state shall be authorized
to proceed immediately with the processing of such application.
(3) Repealed by Acts 1997, No. 299, §2.

Legislative History

Acts 1968, No. 105, §1; Acts 1991, No. 335, §1; Acts 1991, No. 944, §2; Acts 1992, No. 765, §1, eff. Jan. 1, 1993; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 299, §§1, 2; Acts 1999, No. 342, §5; Acts 2003, No. 279, §2; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.