2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:313. Revocation of certificate of authority

RS 12:313 - 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.