§ 9:5646 — Sale of immovable property by domestic or foreign corporation or unincorporated

§5646. Sale of immovable property by domestic or foreign corporation or unincorporated
association
A.(1) Any action to set aside a sale, transfer, lease, mortgage, encumbrance, or any
other document by any legal entity or unincorporated association affecting any immovable
property located in this state on the ground that the officer, agent, or other representative of
the legal entity or unincorporated association signing the document was without authority to
do so is prescribed by five years, reckoning from the day the document was recorded in the
mortgage or conveyance records, or both, as applicable, of the parish in which the immovable
property is located. Nothing contained in this Section shall be construed to limit or to
establish a prescriptive period as to any proceeding which may arise between the legal entity
or unincorporated association and the person acting in a representative position.
(2) Any action to set aside a sale, transfer, or other conveyance to or from any legal
entity or unincorporated association affecting any immovable property located in this state
on the ground that the documents establishing or evidencing the legal entity or
unincorporated association have not been filed for registry as otherwise required by law is
prescribed in five years, reckoning from the day the document was recorded in the
conveyance or mortgage records, or both, as applicable, of the parish in which the immovable
property is located. Nothing contained in this Section shall be construed to limit or to
establish a prescriptive period as to any proceeding which may arise between the legal entity
or unincorporated association and any person acting in a representative capacity of the legal
entity or unincorporated association.
B. As used herein, "legal entity" means and includes any corporation, partnership,
limited liability company, trust, or any other legal entity, whether public or private, whether
business or nonprofit, and whether domestic or foreign.
C. The prescriptive period established by this Section shall run whether or not any
resolution or other evidence of authority to act in a representative capacity is attached to the
document or is otherwise previously or subsequently filed of record, and whether or not, even
if such authorization is attached or filed of record, that authorization is invalid or is defective.
D. The prescriptive periods established in Subsection A of this Section shall be
retroactive and shall apply to all such documents whether recorded prior to or after August
15, 2008; however, as to any documents as to which prescription has not already run and
become final, this prescriptive period shall not become final and complete until ten years
from the date the document was recorded or August 15, 2013, whichever occurs first.
E. Upon the expiration of the prescriptive period established by Paragraph A(2) of
this Section and the filing of an affidavit by the then current owner of the property or as of
the date of the affidavit, it shall be conclusively presumed that any sale, transfer, or other
conveyance to or from the legal entity or unincorporated association shall have vested title
in and to or from the legal entity or unincorporated association as of the date of recordation
of the sale, transfer, or other conveyance in the office of the clerk and recorder for the parish
in which the immovable property is located.

Legislative History

Amended by Acts 1979, No. 595, §1; Acts 1995, No. 1087, §3; Acts 1999, No. 1133, §1; Acts 2008, No. 367, §1.