AI-assisted research summary: A foreign limited liability company’s certificate of authority may be revoked or suspended by the secretary of state for listed compliance failures, but notice and a chance to correct are required before revocation.
§1353. Revocation or suspension of certificate of authority; limitation on authority to do business with the state A. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state when any of the following occur: (1) The limited liability company has failed to pay any fees, taxes, or penalties prescribed by law when they have become due and payable. (2) The limited liability company has failed to maintain a registered agent or a registered office in this state or to maintain records as required by this Chapter. (3) The limited liability company 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. (4) The limited liability company has failed to file in the office of the secretary of state any certificate of name change or any amendment of its certificate of authority under R.S. 12:1348. (5) A misrepresentation has been made of any material matter in any application, report, or other document filed by the limited liability company pursuant to this Chapter. (6) The limited liability company has exercised in this state authority not conferred upon it by the laws of this state or has abused authority conferred upon it. (7) The limited liability company has done or omitted any act that amounts to a surrender of its right to do business. (8) The limited liability company has been dissolved. (9) The limited liability company is delinquent in filing the annual report required by R.S. 12:1350.1. B. No certificate of authority of a foreign limited liability company shall be revoked by the secretary of state unless both of the following have occurred: (1) The secretary of state shall have given the limited liability company not less than sixty days' notice in writing of the grounds on which such proposed revocation is based. (2) The limited liability company has failed, neglected, or refused to correct the same within such sixty-day period. C. Upon revocation, the authority of the limited liability company 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.(1) The certificate of authority of a foreign limited liability company to transact business in this state may be suspended by the secretary of state when, according to the records of his office, such foreign limited liability company is not in compliance with a requirement of this Chapter or other relevant law as stated in Paragraphs (A)(1) through (4) of this Section. The secretary of state is authorized to revoke the suspension when any such failure to comply has been remedied by compliance. (2) The secretary of state shall give the limited liability company at least sixty days written notice of the secretary's intention to suspend the limited liability company's certificate of authority. The notice shall be mailed to the limited liability company's last known address by United States Postal Service mail. In the event any such limited liability company thereafter complies with any such requirement, 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 such limited liability company, to restore same to good standing, and to record same in the archives of his office. If a limited liability company's certificate of authority is suspended for failure to file its annual report within the time required by this Chapter as referenced in Paragraph (A)(9) of this Section, and has been suspended for six months or more, the secretary of state shall revoke the suspension only if the required annual report is accompanied by a certificate of existence or a certificate of good standing, not a certified copy of the limited liability company's articles or certificate of organization, from an authorized official of the jurisdiction of its organization bearing an original signature and dated within ninety days of its submission. E.(1) As used in this Subsection, the term "not in good standing" means that a foreign limited liability company is delinquent in filing its annual report. (2) Each foreign limited liability company which is not in good standing shall be prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between the state or its boards, agencies, departments, or commissions and a foreign limited liability company which is not in good standing may be declared null and void by the board, agency, department, commission, or the division of administration. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.