RS 12:1363 Revocation and reinstatement of articles; limitation on authority to do business within the state
PART X. MISCELLANEOUS
§1363. Revocation and reinstatement of articles; limitation on authority to do business within the state
A. If a limited liability company has failed to designate and maintain a registered office or to designate and maintain a registered agent pursuant to the provisions of R.S. 12:1308 for a period of ninety consecutive days, the secretary of state may revoke the articles of organization of such limited liability company.
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 organization of a limited liability company on any of the following grounds:
(1) The limited liability company's articles of organization were procured through fraud practiced upon the state.
(2) The limited liability company has continued to abuse authority conferred upon it.
(3) The limited liability company should not have been formed under this Chapter or has been formed hereunder without substantial compliance with the conditions precedent to organization prescribed by this Chapter.
C. If the secretary of state revokes the articles of organization of a limited liability company, as authorized in Subsection A of this Section, the secretary of state shall cause notice of such revocation to be published in the official journal of the state of Louisiana. The revocation shall become effective thirty days after publication, unless the limited liability company designates and maintains a registered office and registered agent prior to that date.
D. At least thirty days prior to revoking the articles of organization, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected limited liability company of his intention to revoke the articles of organization by directing notice of such intention to the last designated registered agent of such limited liability company, as shown on the records of his office. Such notice shall be in writing and sent to said registered agent by certified 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 limited liability company at its registered office.
E.(1) The articles of organization shall be reinstated provided that:
(a) A suit for liquidation or receivership of the limited liability company has not been filed at the time reinstatement is applied for.
(b) If a suit for liquidation or receivership of the limited liability company has been so filed, a unanimous written consent to the reinstatement by the members is filed with the secretary of state with the application for reinstatement.
(c) An application for reinstatement signed and acknowledged by a manager, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by a member, if management of the limited liability company is reserved to the members, and the reinstatement fee are filed with the secretary of state within three years from the effective date of the revocation.
(2) The secretary of state shall furnish a certificate of reinstatement upon payment of the reinstatement fee, and filing the unanimous written consent of the members so certified if a suit for liquidation or receivership has been filed, the certificate of reinstatement and articles of organization shall be retroactive, and the certificate and articles of organization shall continue in existence as though the revocation had never occurred.
F. Any revocation of a limited liability company's articles of organization under the provisions of this Section shall not affect any cause of action against such limited liability company or the right to proceed against any property owned by the limited liability company, nor shall such revocation prohibit a limited liability company from selling property belonging to it in the same manner as if the revocation had not occurred.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.