RS 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state - Louisiana Statutes

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

A.  Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty 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 corporation's 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 the registered agent by United States mail at the 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 upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report.  However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation's secretary to contain the signatures of all of the shareholders, must also be filed with the application for reinstatement.

(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 be reinstated 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. 12:238.

F.(1)  As used in this Subsection, the phrase "not in good standing" means any corporation which is more than twelve months 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 operations 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.

H.  A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section.

Acts 1995, No. 309, §1; Acts 1997, No. 298, §1.

1 As appears in enrolled bill.