2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:163 — Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the state

§163. Failure to file annual reports; revocation and reinstatement of articles and limitation on authority to do business with the state

A. Where a corporation has failed to designate and maintain a registered office, or to designate and maintain a registered agent pursuant to the provisions of R.S. 12:104, for a period of ninety consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation.

B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds:

(1) The corporate franchise was procured through fraud practiced upon the state.

(2) The corporation has continued to abuse authority conferred upon it.

(3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter.

C. In any case where the secretary of state revokes the articles of incorporation and the corporate franchise, as authorized in Subsection A of this Section, the secretary of state shall, without charge, record notice of such revocation in the conveyance records and the corporations registry of the office of the clerk of court in the parish where the corporation maintains its registered office and, in the parish of Orleans, such notice shall be recorded in the office of the recorder of mortgages and register of conveyances for said parish. The corporation1 shall not be revoked if the corporation places itself in good standing.

D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to said registered agent by United States mail at said agent's last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office.

E.(1) The certificate of incorporation and articles of incorporation shall be reinstated:

(a) Provided that a suit for liquidation or receivership of the corporation has not been filed at the time reinstatement is applied for; and

(b) Provided that, if a suit for liquidation or receivership of the corporation has been so filed, a unanimous written consent to the reinstatement by the shareholders, certified by the corporation's secretary to contain the signatures of all of the shareholders, is filed with the secretary of state with the application for reinstatement; and

(c) Provided that an application for reinstatement signed and acknowledged by an officer of the corporation, the reinstatement fee, and the current annual report is filed with the secretary of state within three years from the effective date of the revocation.

(2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement certified by the corporation's secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred.

(3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three year period. After three years have expired, if the corporate name is still available, the corporation can reinstate by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:32.

F.(1) As used in this Subsection the phrase "not in good standing" means any corporation which is delinquent in filing an annual report.

(2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operation with the state or its boards, agencies, departments, or commissions. Any contract between a corporation which is not in good standing and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the Division of Administration.

G. Any revocation of a corporation's articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred.

Acts 1968, No. 105, §1. Amended by Acts 1972, No. 601, §1; Acts 1976, No. 631, §1; Acts 1980, No. 824, §1, eff. Aug. 1, 1980; Acts 1981, No. 582, §1, eff. July 20, 1981; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 88, §1; Acts 1984, No. 714, §1, eff. July 12, 1984; Acts 1997, No. 298, §1; Acts 1999, No. 342, §5.

{{NOTE: SEE ACTS 1984, NO.714, §2.}}

1As appears in enrolled bill.