2006 Louisiana Laws - RS 12:104 — Registered office and registered agent for service of process

§104.  Registered office and registered agent for service of process

A.  Every corporation shall continuously maintain an office in this state, to be known as its registered office.  The location and post office address of the original registered office shall be stated in the initial report, as provided in R.S. 12:101.

B.(1)  After incorporation, a change in the location of the registered office may be authorized at any time by the board of directors.  Within thirty days after the change is made, notice of the change signed by an officer or director of the corporation, and of the post office address of the new registered office, shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located.

(2)  If the registered office should be vacated by the corporation, a new registered office shall be designated by the board, and notice of the change and of the post office address of the new office filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located, within thirty days.

(3)  The designation of a registered office shall remain effective until a change is made therein, and notice of the change is filed in the manner hereinabove provided; except that if no notice of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the corporation itself.

(4)  If the registered office is changed from one parish to another, the notice of change shall be filed with the recorder of mortgages of both the parish from which and that to which the registered office is removed.

(5)  The registered office shall be considered the domicile of the corporation for all purposes.

C.(1)  Every corporation shall continuously maintain in this state at least one registered agent, which agent may be either an individual who is a resident of this state, a partnership or professional law corporation which is authorized to practice law in this state, or a business corporation, or a foreign corporation authorized to transact business in this state, which is authorized by its articles or certificate of incorporation to act as the agent of a corporation for service of process, and which has on file with the secretary of state a certificate or amended 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.  Legal process and other notices or demands may be served on the corporation by service upon this agent and if the agent is a partnership, upon any partner.

(2)  The full name and post office address of the agent shall be stated in the initial report, as provided in R.S. 12:101, and a notarized affidavit of acknowledgement and acceptance signed by the registered agent shall be attached thereto.  The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Subsection shall not be a defense to proper service of process on the corporation.  The address of the registered agent in this state may be changed by filing with the secretary of state, by either the corporation or the agent, of written notice of such change, a copy of which shall also be filed with the recorder of mortgages of the parish of the corporation's domicile.  Notice of change of the name of a corporate or partnership registered agent shall be filed in like manner within thirty days after the change.

(3)  A registered agent may resign, but such resignation shall be effective only when written notice thereof has been given to the corporation, the secretary of state and the recorder of mortgages of the parish in which the registered office is located.  If the registered agent resigns, or if for any other reason the corporation ceases to maintain a registered agent, a successor agent shall be appointed by the board within thirty days after the resignation or other event which terminated the tenure of the former agent.  The full name and post office address of the successor agent shall be certified in writing, signed in the name of the corporation by the president, vice president, or secretary, and shall be filed with the secretary of state and the recorder of mortgages.  Upon compliance with the foregoing provisions, including the requirement of a notarized affidavit of acceptance, the successor agent shall be vested with the powers of the agent succeeded.

D.  The Secretary of State and each recorder of mortgages shall keep in their respective offices, for public inspection, a permanent record of registered offices and agents, showing all changes therein and the date of each change.

E.  In addition to the procedures contained in Subsections B and C of this Section, a corporation may change the name of its registered agent or the location of its registered office by including such change or changes in the annual report required by Section 102 of this Title.

Where a change in the address or location is made in the manner authorized by this Subsection, the corporation shall cause notice of such change to be recorded in the office of the recorder of mortgages of the parish in which the new registered office is located, as well as in the office of such recorder in the parish from which the registered office is changed.

Acts 1968, No. 105, §1.  Amended by Acts 1976, No. 460, §1; Acts 1978, No. 232, §1; Acts 1987, No. 769, §1; Acts 1988, No. 99, §1; Acts 1991, No. 334, §1; Acts 2001, No. 1187, §1.