Louisiana Certificate of Authority: Requirements, Fees, and Filing

A Louisiana Certificate of Authority is the registration an out-of-state corporation or LLC must obtain from the Louisiana Secretary of State before conducting business in the state. Filing costs $125 for foreign corporations and $150 for foreign LLCs, and the application must be accompanied by a certificate of good standing from your home jurisdiction dated within the last 90 days. You also need a Louisiana registered agent with a physical street address before you can file.

When Your Business Needs to Register

Registration is required once your company is “transacting business” in Louisiana. The statute doesn’t define that phrase directly. Instead, it lists activities that don’t count, and if your Louisiana footprint stays inside that list, you can skip the certificate.¹

Activities that do not, by themselves, require a Certificate of Authority include:

Holding board or shareholder meetings in Louisiana.
Opening and maintaining Louisiana bank accounts.
Soliciting orders from Louisiana customers, so long as the orders must be accepted outside the state before they become binding.
Defending lawsuits, settling claims, or participating in arbitration in Louisiana.
Creating debt instruments, mortgages, or liens, and collecting debts or enforcing security interests.
Completing an isolated transaction within 30 days that isn’t part of a recurring pattern.
Acquiring or holding investment property that isn’t part of regular business activity.
Conducting business that is purely interstate or foreign commerce.li>

The practical dividing line is regularity and physical presence. Holding a piece of Louisiana investment property is likely exempt. Hiring local employees, leasing office space, or conducting recurring in-state commercial dealings almost certainly is not.

What You Need Before You File

Three pieces have to be in place before the Secretary of State will process your application: proof of good standing from your home state, a Louisiana registered agent, and the filing fee.

Certificate of Good Standing

Louisiana wants a certificate of existence or good standing issued by the state or country where your entity was formed. It does not want a certified copy of your articles of organization or incorporation; the LLC statute rules that out explicitly. The certificate must carry an original signature from an authorized official and be dated within 90 days of submission. If your home state is slow to issue these, request yours early so it doesn’t age out before Louisiana processes the application.

Registered Agent

Every foreign entity must designate a Louisiana registered agent to receive legal documents, tax notices, and official correspondence. The agent can be a Louisiana resident, or a business entity authorized to operate in the state, such as a domestic corporation or LLC. A partnership or professional law corporation authorized to practice in Louisiana also qualifies. The agent must have a physical Louisiana street address; a P.O. box will not do.

If a registered agent resigns, the resignation takes effect on the 31st day after the statement of resignation is filed with the Secretary of State. That 31-day window is your deadline to name a replacement, and letting the appointment lapse puts your certificate at risk. If you change agents voluntarily, file an updated statement with the Secretary of State.

Filing Fees

How to Apply

Start by confirming your business name is available. The Secretary of State’s online business search shows what’s already on file. If your legal name is taken or doesn’t meet Louisiana’s naming rules, you’ll need to adopt an alternate name for use in the state and disclose it on the application.²

Next, complete the Application for Authority to Transact Business in Louisiana. Corporations use the form governed by RS 12:304; LLCs use the form under RS 12:1345. Both ask for the entity’s legal name, home jurisdiction, date of formation, principal office addresses (in-state and out-of-state), the nature of the business you’ll conduct in Louisiana, and the registered agent’s name and address.³ Corporations must also list the names and addresses of directors and officers.

The application is executed in duplicate. For a corporation, any officer can sign, and the signature must be notarized. For an LLC, a manager signs if it is manager-managed, or a member signs if management is reserved to the members.² The registered agent must sign a notarized affidavit of acknowledgment and acceptance.

Submit the completed application, the home-state certificate of good standing, and the filing fee to the Secretary of State. Add the expedite fee if you need faster turnaround. Errors or missing information trigger a correction request and delay approval.

What Happens If You Skip Registration

A foreign corporation transacting business in Louisiana without a certificate cannot bring a lawsuit or file any legal claim in Louisiana courts until it registers.¹⁰ If a customer refuses to pay a large invoice, you can’t sue to collect until your registration is fixed. Failing to register does not invalidate your contracts, and you can still defend yourself if you’re sued in Louisiana. But offensive court access is gone until you comply, and the burden of proving authorization rests entirely on the company.¹¹

The money side is worse than a wash. An unregistered foreign corporation owes the state the same fees and taxes it would have paid had it registered from the start, plus all penalties that would have accumulated for late payment.¹⁰ The Louisiana Attorney General can bring proceedings to recover those amounts.

Registration also puts the entity on the Louisiana Department of Revenue’s list. Foreign entities qualified to do business in the state, or actually doing business there, must file Louisiana corporate income tax returns.¹²

Staying Registered: Annual Reports

The Certificate of Authority itself doesn’t expire, but keeping it active requires filing an annual report. Both foreign corporations and foreign LLCs pay $25 a year, and the report updates your principal office address, registered agent, and officers or managers.⁸

The filing window is narrow. Annual reports can only be filed within 30 days of the entity’s renewal date.¹³ Miss it, and you begin losing good standing, which can make it harder to close financing, win contracts, or clear due diligence with business partners.

Suspension and Revocation

The Secretary of State can suspend or revoke a Certificate of Authority for failing to file the annual report, failing to maintain a registered agent, or failing to pay required taxes and fees. For foreign LLCs, the Secretary of State must give at least 60 days’ written notice of the grounds for revocation and give the company time to cure.¹⁴

If your certificate has been suspended for failing to file the annual report and the suspension has lasted six months or more, filing the overdue report alone won’t fix it. You must also submit a fresh home-state certificate of existence or good standing dated within the last 90 days, along with the delinquent report.¹⁴ A certificate may also be revoked for fraud or material misrepresentation. Once revoked, the company must stop doing business in Louisiana, and reinstatement means fixing every compliance failure, paying outstanding fees and penalties, and in some cases filing a new application.

Withdrawing When You’re Done

When a foreign entity decides to stop doing business in Louisiana, walking away isn’t the right move. Formal withdrawal ends the annual report obligation and closes the record cleanly. Corporations follow RS 12:312; LLCs follow RS 12:1351.¹⁵¹⁶

The withdrawal application must state that the entity is no longer transacting business in Louisiana and surrenders its authority to do so, revoke the registered agent’s authority to accept service, and provide a forwarding address for future legal papers. A corporate officer signs before a notary; for an LLC, a manager or a member signs, depending on the management structure.¹⁵

The catch: the Secretary of State will not issue the certificate of withdrawal until you clear all outstanding obligations. After you submit the application, the Secretary of State requests tax clearances from the Louisiana Department of Revenue and the Louisiana Workforce Commission. If you owe unpaid taxes, unemployment compensation, or other fees, those agencies won’t release the clearance. The Secretary of State’s office cannot check on or expedite them for you; if a clearance is stuck, you have to contact the agency directly.¹⁷

Withdrawal fees mirror the initial filing: $125 for corporations and $150 for LLCs, with the same $30 or $50 expedite options.¹⁸ Once the certificate of withdrawal is issued, the entity’s authority to transact business in Louisiana officially ends.¹⁶

1
Justia. Louisiana Revised Statutes 12-302 – Acts Not Considered Transacting Business
2
Justia. Louisiana Revised Statutes 12-1345 – Application for Certificate of Authority
3
Secretary of State of Louisiana. Application of Foreign Corporation for Certificate of Authority
4
Justia. Louisiana Revised Statutes 12-1308 – Registered Office and Registered Agent
5
Louisiana Secretary of State. Frequently Asked Questions
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Justia. Louisiana Revised Statutes 12-1-503 – Resignation of Registered Agent
7
Secretary of State of Louisiana. Application of Foreign Limited Liability Company
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Louisiana Secretary of State. Louisiana Secretary of State Fee Schedule
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Louisiana Secretary of State. Reservation of Corporate, Limited Liability Company, L3C, and Partnership Name
10
Justia. Louisiana Revised Statutes 12-314 – Transacting Business Without Authority
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Louisiana State Legislature. Louisiana Revised Statutes 12-314 – Transacting Business Without Authority
12
Louisiana Department of Revenue. Corporation Income and Franchise Taxes
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Louisiana Secretary of State. Annual Report Filing Instructions
14
Justia. Louisiana Revised Statutes 12-1353 – Revocation of Certificate of Authority
15
Justia. Louisiana Revised Statutes 12-312 – Withdrawal
16
Justia. Louisiana Revised Statutes 12-1351 – Withdrawal
17
Louisiana Secretary of State. Withdrawal Filing Instructions
18
Secretary of State of Louisiana. Application to Withdraw Foreign Corporation and Limited Liability Company