2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1351. Withdrawal

RS 12:1351 - Withdrawal
A. A foreign limited liability company 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 limited liability company shall deliver to the secretary of state an application for withdrawal which shall set forth the following:
(1) The name of the limited liability company and the state or other jurisdiction under the laws of which it is organized.
(2) That the limited liability company is not transacting business in this state.
(3) That the limited liability company surrenders its authority to transact business in this state.
(4) That the limited liability company revokes the authority of its registered agent in this state to accept service of process and consents that the 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 limited liability company was authorized to transact business in this state, shall be made on the limited liability company by service thereof on the secretary of state or on a person in his office designated to receive service of process on limited liability companies.
(5) An address to which the secretary of state may mail a copy of any process that may be so served on the limited liability company.
(6) Such additional information as may be prescribed by the secretary of state as necessary or appropriate to the determination and assessment of any unpaid fees or taxes payable by the limited liability company as prescribed in this Chapter.
B. The application of withdrawal shall be made on a form prescribed and furnished by the secretary of state and 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. The application shall be acknowledged by the person who signed it or may be executed by authentic act.
C. Duplicate applications 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, do the following:
(1) Endorse on each application the word "Filed" and the date of the filing thereof.
(2) File an application in his office.
(3) Issue a certificate of withdrawal to which he shall affix the other application.
D. The certificate of withdrawal, together with an application for withdrawal affixed thereto by the secretary of state, shall be returned to the limited liability company or its representative. Upon the issuance of such certificate of withdrawal, the authority of the limited liability company to transact business in this state shall cease.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 1999, No. 342, §5.