2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1350. Registered agent; registered office; principal business establishment; keeping of records by foreign limited liability company

RS 12:1350 - Registered agent; registered office; principal business establishment; keeping of records by foreign limited liability company
A. Each foreign limited liability company authorized to transact business in this state shall have and continuously maintain in this state:
(1) At least one registered agent, which agent shall be one of the following:
(a) An individual resident in this state whose business office is identical to the limited liability company's registered office.
(b) An individual attorney or a partnership which is authorized to practice law in this state with an office in this state.
(c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical to such registered office, and which is authorized by its articles or certificate of incorporation or organization to act as an agent of a limited liability company for service of process, and which has on file with the secretary of state a certificate setting forth the names of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.
(2) A registered office which may, but need not, be the same as its business office in this state.
B.(1) A foreign limited liability company authorized to transact business in this state may change its registered office or its registered agent upon filing in the office of the secretary of state a statement setting forth the following:
(a) The name of the limited liability company.
(b) If the address of its registered office is to be changed, the address to which the registered office is to be changed.
(c) If its registered agent is to be changed, the name of its successor registered agent. Attached thereto shall be a notarized affidavit of acknowledgment and acceptance signed by the successor registered agent.
(d) If the address of its principal business establishment is to be changed, the address to which the principal business establishment is to be changed.
(2) If its registered agent is an individual or a corporation, the address of its registered office and the address of the business office of its registered agent, as changed, shall be identical.
(3) The statement shall be executed in the name of the limited liability company by a manager, if management of the limited liability company is vested in one or more managers, or a member, if management is reserved to the members of the limited liability company, by authentic act or acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, as the case may be, shall become effective.
C. A similar statement executed by the registered agent shall be filed in like manner within thirty days after any change in the name of a corporation or partnership which is the registered agent.
D. Any registered agent of a foreign limited liability company may resign as such agent upon filing a written notice of his resignation, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the limited liability company at its principal business office address. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. If the registered agent resigns, or if for any other reason the limited liability company ceases to maintain a registered agent, a successor agent shall be appointed under the procedure set forth in Subsection B of this Section within thirty days after termination of the tenure of the former agent.
E. If the limited liability company's registered office should be vacated, a new office shall be designated under the procedure set forth in Subsection B of this Section within thirty days. If such designation is not made, the office of the secretary of state may thereafter be treated as the registered office of the limited liability company by any person other than the limited liability company itself.
F. Each limited liability company shall keep at its principal place of business, in or outside the state, records in written form, or in any other form capable of being converted into written form within a reasonable time, showing correct accounts of its properties and business transactions in this state. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the limited liability company is engaged in this state in a business that will subject it to liability for state severance taxes, a complete account of all severance produced from its operations in this state.
G. The secretary of state may prescribe and furnish forms for filing the statement of change and agent resignation.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2003, No. 368, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.