reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:266 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§266. Scope of Chapter

RS 266 - Scope of Chapter  This Chapter does not apply to:  (1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration;  (2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3;  (3) Any corporation transacting any type of insurance business; or  (4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:267 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§267. Effect of invalidity of part of Chapter; severability

RS 267 - Effect of invalidity of part of Chapter; severability  If any provision of this Chapter, or application thereof to any person or circumstance, is held invalid, such invalidity shall not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are declared severable.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:268 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§268. Reservation of power

RS 268 - Reservation of power  The Legislature of Louisiana shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this Chapter, and the Legislature of Louisiana shall have power to amend, repeal or modify this Chapter at pleasure.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:269 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§269. Short title

RS 269 - Short title  This Chapter shall be known, and reference may be made thereto, as the "Nonprofit Corporation Law".  Acts 1968, No. 105, §1.
LA Rev Stat § 12:301 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§301. Condition precedent to transacting business

RS 301 - Condition precedent to transacting business No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. No foreign corporation shall be entitled to procure such a certificate of authority to transact in this state any business which a corporation organized under Chapter 1 or 2 of this Title is not permitted to transact. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized, governing its organization and internal affairs, differ from the laws of this state. Acts 1968, No. 105, §1; Acts 1999, No. 342, §5.
LA Rev Stat § 12:303 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§303. Name of authorized foreign corporation

RS 303 - Name of authorized foreign corporation  A. No certificate of authority shall hereafter be issued to a foreign corporation unless its corporate name:  (1) Contains the word "Corporation", "Incorporated" or "Limited," or an abbreviation of any of these words, or the word "Company" or the abbreviation "Co." if not immediately preceded by "and" or "&", or unless the corporation shall, for use in this state, add at the end of its name one of such words or abbreviations;  (2) Does not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles or certificate of incorporation, or that it is authorized or empowered to conduct the business of banking, insurance underwriting or operating a homestead or building and loan association, or to engage in the practice of law; and  (3) Is not, subject to the exceptions provided in R.S. 12:1-401(C), the same as or nondistinguishable upon the records of the secretary of state from the name of any business or nonprofit corporation organized under the laws of this state or of any foreign corporation authorized to transact business in this state, a trade name registered with the secretary of state, or a name the exclusive right to which is, at the time, reserved in the manner provided in Chapter 1 of this Title. In order to obviate this objection, a corporation may add some distinguishing term to its name for use in this state. No corporation shall include the phrase "doing business as" or the abbreviation "d/b/a" as part of the distinguishing term.  B. Whenever a foreign corporation which is authorized to transact business in this state, shall on or after January 1, 1969, change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be deemed suspended, and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state or until it has added some distinguishing term upon the records of the secretary of state to its name for use in this state.  C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the principles of law or the statutes of this state or of the United States with respect to the right to acquire and protect trade names.  Acts 1968, No. 105, §1; Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 2001, No. 631, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.
LA Rev Stat § 12:305 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§305. Issuance of certificate of authority

RS 305 - Issuance of certificate of authority A. If the secretary of state finds that the application conforms to law, he shall, when all fees and taxes have been paid as in this Chapter prescribed: (1) Endorse on each of such documents the word "Filed", and the date of the filing thereof. (2) File in his office one copy of the application, together with a certificate of corporate existence or a certificate of good standing from the incorporating state. (3) Issue a certificate of authority to transact business in this state, to which he shall affix the other copy of application, and which shall be returned to the corporation or its representative. If the corporation's application sets forth the nature of the business which it proposes to transact in this state, the certificate of authority shall recite that the corporation's authority is limited to transaction of business of such nature. B. If the corporation is a banking corporation which has applied for authority to transact business in this state of some other nature, the secretary of state shall, upon receipt of its application, mail or deliver a copy thereof to the office of financial institutions. If, within five days after such mailing or delivery, that office should deliver to the secretary of state a written objection to the issuance of a certificate of authority pursuant to such application, the secretary of state shall not issue such certificate. Acts 1968, No. 105, §1; Acts 1985, No. 267, §1, eff. July 6, 1985; Acts 1989, No. 101, §1; Acts 1999, No. 342, §5.
LA Rev Stat § 12:306 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§306. Effect of certificate of authority

RS 306 - Effect of certificate of authority  A foreign corporation which before January 1, 1969 has received a certificate of authority which is still valid, or which shall on or after January 1, 1969 receive a certificate of authority, shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this Chapter:  (1) Be authorized to transact business in this state, subject to such limitations as may be recited in the certificate of authority;  (2) Enjoy the same, but no greater, rights and privileges as a business or nonprofit corporation organized under the laws of this state to transact the business which such foreign corporation is authorized to transact in this state; and  (3) Except as in this Chapter otherwise provided, be subject to the same duties, restrictions, penalties and liabilities imposed on or after January 1, 1969 upon a business or nonprofit corporation of like character organized under the laws of this state.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:307 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§307. Amended certificate of authority

RS 307 - Amended certificate of authority  A. A foreign corporation authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if hereafter it changes its corporate name or proposes to transact business in this state other than that set forth in its prior application. The provisions in respect to the form and contents of such application, the manner of its execution and filing, and the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.  B. If a foreign corporation changes its corporate name, it shall include with its application for an amended certificate of authority a certificate evidencing such change issued by the authorized official of the jurisdiction of incorporation of said corporation.  Acts 1968, No. 105, §1; Acts 1991, No. 335, §1.
LA Rev Stat § 12:307.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§307.1. Certificate of correction by a foreign corporation

RS 307.1 - Certificate of correction by a foreign corporation  Whenever the original application for a certificate of authority or an application for an amended certificate of authority filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction. The secretary of state may prescribe and furnish forms for filing the certificate of correction. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the instrument in corrected form. A certificate of correction shall be executed in the name of the corporation by any officer authorized by resolution or consent of the board of directors.  Acts 1985, No. 268, §1; Acts 1997, No. 299, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:309 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§309. Annual report

RS 309 - Annual report  A. Each foreign corporation authorized to transact business in this State shall file, within the time prescribed in Subsection B of this Section, an annual report setting forth:  (1) Its name.  (2) The address of its registered office in this state, if changed since its last previous annual report.  (3) The address of its principal office in the state or country under the laws of which it is incorporated, and of its principal business office outside of this state, if changed since its last previous annual report.  (4) The name of its registered agent in this state, if changed since its last previous annual report.  (5) The names and addresses of its directors and officers.  (6) The municipal address of its principal business establishment in this state, if changed since its last previous annual report.  (7) Repealed by Acts 1985, No. 266, §1.  B. Each year the annual report shall be delivered to the secretary of state on or before the anniversary date of qualifying to transact business, except that the first annual report shall be filed on or before the anniversary date of qualifying to transact business in Louisiana in the year next succeeding the calendar year in which the corporation's certificate of authority was issued by the secretary of state.  C. The secretary of state may prescribe and furnish forms for filing the annual report.  Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §26, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1981, No. 494, §2, at 5:05 P.M.; Acts 1981, No. 494 §2; Acts 1985, No. 266, §1; Acts 1988, No. 98, §1; Acts 1992, No. 103, §1, eff. June 5, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:310 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§310. Change of corporate name

RS 310 - Change of corporate name  If a foreign corporation authorized to transact business in this state changes its corporate name, it shall procure an amended certificate of authority by making application therefor to the secretary of state and submitting a duplicate or original certificate of name change, not a certified copy of the name change amendment, from an authorized official of the jurisdiction of its incorporation.  Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1984, No. 405, §1, eff. July 6, 1984; Acts 1988, No. 98, §1.
LA Rev Stat § 12:311 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§311. Merger, consolidation, or dissolution

RS 311 - Merger, consolidation, or dissolution A. Whenever a foreign corporation authorized to transact business in this state shall hereafter be merged into another foreign corporation, or shall hereafter be a party to a statutory consolidation, or shall be dissolved, it shall, within thirty days, file with the secretary of state a certificate from the secretary of state or an authorized official of the jurisdiction of its incorporation, (not a certified copy of the agreement or dissolution) evidencing the merger, consolidation, or dissolution; but the filing thereof shall not of itself: (1) Effect withdrawal of the corporation from this state, nor (2) Enlarge or alter the nature of the business which the corporation is authorized to transact in this state, if the nature of such business is limited by its certificate of authority, nor (3) Authorize the corporation to transact business in this state prohibited by law or under any other name than the name set forth in its certificate of authority. B. The secretary of state, after all fees, charges, and taxes have been paid as required by law, shall record the certificate in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and, if a merger or consolidation is involved, issue a certificate of merger or consolidation containing the information prescribed in R.S. 12:112(F). A duplicate original of the certificate of merger or consolidation, or of the certificate of dissolution, issued by the secretary of state, shall, within thirty days after issuance of the certificate of merger or consolidation by, or the filing of the certificate of dissolution with, the secretary of state, be filed for record in the conveyance records of each parish in this state in which the corporation, or any of the other corporate parties to the merger or consolidation, has immovable property. Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1986, No. 648, §1; Acts 1988, No. 101, §1; Acts 1991, No. 333, §1; Acts 1999, No. 342, §5.
LA Rev Stat § 12:312 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§312. Withdrawal

RS 312 - Withdrawal  A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate, the corporation shall deliver to the Secretary of State an application for withdrawal, which shall set forth:  (1) The name of the corporation and the state or country under the laws of which it is incorporated.  (2) That the corporation is not transacting business in this state.  (3) That the corporation surrenders its authority to transact business in this state.  (4) That the corporation revokes the authority of its registered agent in this state to accept service of process, and consents that service of process in any action or proceeding based on any cause of action arising out of, resulting from or connected with any business transacted by it in this state during the time the corporation was authorized to transact business in this state, be made on the corporation by service thereof on the secretary of state, or on a person in his office designated to receive service of process on corporations.  (5) An address to which the secretary of state may mail a copy of any process which may be so served on the corporation.  (6) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to determination and assessment of any unpaid fees or taxes payable by the corporation as prescribed in this Chapter.  B. The application for withdrawal shall be made on a form prescribed and furnished by the secretary of state, and shall be executed by the corporation by any officer before a notary public, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and shall be acknowledged by him.  C.(1) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of this Chapter, he shall, when all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law:  (a) Issue a filed copy of the application endorsed with the month, day, and year of filing.  (b) File the application in his office.  (c) Issue a certificate of withdrawal.  (2) The certificate of withdrawal, and the filed copy of the application for withdrawal, issued by the secretary of state, shall be returned to the corporation or its representative. Upon the issuance of such certificate of withdrawal, the authority of the corporation to transact business in this state shall cease.  Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:312.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§312.1. Termination of withdrawal proceedings

RS 312.1 - Termination of withdrawal proceedings  At any time before the certificate of withdrawal is issued by the secretary of state pursuant to R.S. 12:312, withdrawal proceedings may be terminated by delivering to the secretary of state a request that withdrawal proceedings be terminated. The request shall be signed by any officer of the corporation. The secretary of state may prescribe and furnish forms for filing the request to terminate withdrawal proceedings. After all fees and charges have been paid as required by law, the secretary of state shall place the request to terminate withdrawal proceedings on file in his office. The secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law shall be notified by the secretary of state of the termination of withdrawal proceedings.  Acts 1986, No. 647, §1; Acts 1992, No. 447, §4; Acts 1997, No. 299, §1; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:314 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§314. Transacting business without authority

RS 314 - Transacting business without authority  A. No foreign corporation transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by, and as provided in, this Chapter. The burden of proof shall rest upon the corporation to establish that it has been so authorized, and the only legal evidence thereof shall be the certificate of the secretary of state or a duly authenticated copy thereof.  B. The failure of a foreign corporation to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.  C. A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes which would have been imposed by law upon such corporation, had it duly applied for and received a certificate of authority to transact business in this state as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees and franchise taxes. The Attorney General shall bring proceedings to recover all amounts due this state under the provisions of this section.  Acts 1968, No. 105, §1. Amended by Acts 1976, No. 599, §1.
LA Rev Stat § 12:314.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§314.1. Authority to investigate; penalty

RS 314.1 - Authority to investigate; penalty  A. The secretary of state may investigate any foreign corporation transacting business in this state which does not have a certificate of authority to transact business in this state.  B. The secretary of state may impose a penalty of not more than one thousand dollars per violation against such foreign corporations transacting business in this state without a valid certificate of authority.  C. The secretary of state shall adopt a schedule of penalties to be imposed under the provisions of this Section in accordance with the provisions of the Administrative Procedure Act.  D. If a penalty imposed under the provisions of this Section is not timely paid by a foreign corporation, the attorney general shall institute proceedings against the foreign corporation to collect such penalty.  Acts 1988, No. 513, §1.
LA Rev Stat § 12:315 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§315. Penalties

§315 §315. Repealed by Acts 2017, No. 367, §3.