2006 Louisiana Laws - RS 12:313 — Revocation of certificate of authority

§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.  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 Paragraphs (1), (2), (3), or (4) of Subsection A of this Section and the secretary of state is authorized to revoke the suspension where the failure to comply with said Paragraphs has been remedied by compliance.  

Before the certificate of authority of a foreign corporation is suspended under the provisions of this Subsection, any corporation having failed to comply with such Paragraphs, according to the records of the office of the secretary of state, shall be notified in writing at its last known address of such noncompliance, and the notice shall afford any such corporation fifteen days from the receipt of the written notice to comply with Paragraphs (1), (2), (3), or (4) of Subsection A of this Section, or to show cause why the written notice should not have been given.  

The secretary of state is authorized to hold hearings and take evidence where the corporation undertakes to show cause why its certificate of authority should not be suspended and to make an order suspending the certificate of authority in the light of such evidence where the order is justified according to same.  The order shall be recorded in the archives of his office.  

Where notice of noncompliance has been furnished as provided in this Subsection and no showing or reply has been made within the fifteen day period allowed, it shall be presumed that the corporation has failed to comply with Paragraphs (1), (2), (3), or (4) of Subsection A of this Section and the secretary of state may suspend the certificate of authority of any such corporation.  In the event any such corporation thereafter complies with the requirements of said paragraphs, 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 said corporation and to restore same to good standing and record same in the archives of his office.  

Where any order of suspension is made under this Subsection, the secretary of state shall forward a certified copy of the order to the corporation's last known address by certified mail, return receipt requested.  Similar notice shall be furnished in the event of revocation of such suspension.  

R.S. 12:314 shall be applicable during 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.