This text of Louisiana § 12:313 (Revocation of certificate of authority) is published on Counsel Stack Legal Research, covering Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§313. Revocation of certificate of authority
A. The certificate of authority of a foreign corporation to transact business in this
state may be revoked by the secretary of state when:
(1)The corporation has failed to file its annual report within the time required by this
Chapter, or has failed to pay any fees, taxes or penalties prescribed by law when they have
become due and payable; or
(2)The corporation has failed to maintain a registered agent or a registered office in
this state, or to maintain records, as required by this Chapter; or
(3)The corporation has failed, after change of its registered office or registered agent
(or of the name of a corporate or partnership agent) to file in the office of the secretary of
state a statement of such change as required by this Chapter; or
(
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§313. Revocation of certificate of authority
A. The certificate of authority of a foreign corporation to transact business in this
state may be revoked by the secretary of state when:
(1) The corporation has failed to file its annual report within the time required by this
Chapter, or has failed to pay any fees, taxes or penalties prescribed by law when they have
become due and payable; or
(2) The corporation has failed to maintain a registered agent or a registered office in
this state, or to maintain records, as required by this Chapter; or
(3) The corporation has failed, after change of its registered office or registered agent
(or of the name of a corporate or partnership agent) to file in the office of the secretary of
state a statement of such change as required by this Chapter; or
(4) The corporation has failed to file in the office of the secretary of state any
certificate of name change or merger or its articles of incorporation and any amendments
thereto within thirty days when so requested by the secretary of state; or
(5) A misrepresentation has been made of any material matter in any application,
report or other document filed by the corporation pursuant to this Chapter; or
(6) The corporation has exercised in this state authority not conferred upon it by the
laws of this state, or has abused authority conferred upon it; or
(7) The corporation has done or omitted any act which amounts to a surrender of its
right to do business; or
(8) The corporation has been dissolved.
B. No certificate of authority of a foreign corporation shall be revoked by the
secretary of state unless (1) he shall have given the corporation not less than sixty days'
notice in writing of the grounds on which such proposed revocation is based, and (2) the
corporation has failed, neglected or refused to correct the same within said sixty-day period.
C. Upon revocation, the authority of the corporation to transact business in this state
shall cease, but the authority of its registered agent in this state to accept service of process
shall continue.
D.(1) The certificate of authority of a foreign corporation to transact business in this
state may be suspended by the secretary of state when, according to the records of his office,
such foreign corporation is not in compliance with Paragraph (A)(1), (2), (3), or (4) of this
Section and the secretary of state is authorized to revoke the suspension where the failure to
comply with the Paragraph has been remedied by compliance.
(2) The secretary of state shall give the corporation at least sixty days written notice
of the secretary's intention to suspend the corporation's certificate of authority. The notice
shall be mailed to the corporation's last known address by United States mail.
(3) In the event any such corporation thereafter complies with the requirements of
Paragraph (A)(1), (2), (3), or (4) of this Section, or shows that it was already in compliance
with same, the secretary of state is authorized to revoke any suspension issued by him in
respect to the corporation and to restore the corporation to good standing and record same
in the archives of his office.
(4) If a corporation's certificate of authority is suspended for failure to file its annual
report within the time required by this Chapter as referenced in Paragraph (A)(1) of this
Section, and has been suspended for six months or more, the secretary of state shall revoke
the suspension only if the required annual report is accompanied by 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.
(5) The provisions of R.S. 12:314 shall be applicable to any suspension made
pursuant to this Subsection.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §27, emerg. eff. June 18,
1970, at 5:05 P.M; Acts 1972, No. 601, §1; Acts 1981, No. 582, §2, eff. July 20, 1981; Acts
1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 717, §1, eff. July 12, 1984; Acts 2019,
No. 19, §2, eff. May 28, 2019.