Louisiana Foreign Corporation Registration
Louisiana foreign corporation registration requires applying for authority to transact business in the state.3 min read
2. Checklist When Applying
3. Registered Agent
4. Certificate of Authority
5. Applying for a Certificate of Authority
6. Renewals and Annual Report
Louisiana foreign corporation registration requires applying for authority to transact business in the state. This is a requirement whether you're representing a pre-existing for-profit or nonprofit corporation.
About Louisiana Foreign Corporation Registration
Registration paperwork is available online or by printing off the form and submitting them to the Louisiana Secretary of State. Operating without a Certificate of Authority can lead to fines or penalties. In addition to the state requiring the certificate, banks, agencies, vendors, and agencies will often request proof of the certificate.
Before a foreign corporation can transact business in Louisiana, authority to do so must be obtained in accordance with Louisiana Rev Stat 12:301. This process is referred to as "Foreign Qualification." The processing time for the certificate is usually one week. This can be expedited with a $30 fee.
You can mail your registration to the Louisiana Secretary of State, Commercial Division, at P. O. Box 94125, Baton Rouge, LA. For more information, call 225-925-4704.
Checklist When Applying
The first step is selecting a name. Although your corporation has a name from its originating state, you must make sure it is not already in use in Louisiana. A name that is already on file with the Commercial Division cannot be registered.
To ensure your name is available, go to the Secretary of State website and do a business entity search. When you find/choose an available name, file a Name Reservation to hold the name for 60 days for a nonprofit and 120 days for for-profit businesses.
From the state where the entity was originally registered, request a Certificate of Good Standing. This is necessary for the Secretary of State to approve the foreign qualification application. The Certificate of Good Standing must be current within 90 days.
It is a requirement in Louisiana for foreign entities to appoint and maintain a registered agent. To remain in good standing, the foreign entity must have a registered agent on file with the state at all times. A registered agent who is a person must be a Louisiana resident. The individual can be an attorney. The registered agent can also be a partnership authorized to practice law in Louisiana or a foreign or domestic corporation that has been authorized to act as a registered agent.
Registered agents must have a physical street address/location within Louisiana, which is referred to as a registered office. The address cannot be a PO box.
Certificate of Authority
There are several reasons to apply for a Certificate of Authority, including:
- A physical location or an office is being opened within the foreign state.
- Hiring a new employee who resides within the state.
- Meeting vendor, bank, or licensing authority requirements.
Applying for a Certificate of Authority
The first thing to do is download the Foreign Corporation Application for Authority from the state website. Next, fill out the form with the business name, complete contact information, and a payment method.
Information to be provided on the application includes:
- Corporation name.
- The previous name, if applicable.
- Principle office in the state or country where the business was incorporated.
- Federal Employer Identification Number.
- Principal office address for the business.
- Principal business establishment in Louisiana.
- Registered office in Louisiana.
- Name and address of the registered agent.
- Nature of the business to be transacted.
- The full name and address of the officers and directors.
- Signature of the notary and the date.
- Signature of the registered agent.
The filing fee is $125. This can be paid by credit card online, or a check can be sent to the office of the Secretary of State. When mailing the application along with the filing fee, you must also include the Certificate of Good Standing.
Renewals and Annual Report
All businesses are required in the state of Louisiana to renew the Certificate of Authority each year. Businesses are informed by the Secretary of State one month prior to their renewal date that the annual report is due. The notice is sent either to your geauxBIZ account, if applicable, or mailed to the address listed on your Application for Authority. The filing fee for an annual report is $30.
Failure of a foreign entity to update the Secretary of State's office can result in the business license being revoked.
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