La. R.S. § 12:313 Revocation of Certificate of Authority

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:313

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.