Louisiana Certificate of Authority / Who needs one
Who needs a Louisiana certificate of authority, and what the certificate unlocks
An entity formed elsewhere needs a Louisiana certificate of authority before it transacts business here, and 10 listed activities are treated as falling short of that. For an LLC the fine for working without one runs up to $1,000 per violation.
What the certificate unlocks
Three things follow from holding it. The entity can bring its own claims in a Louisiana court, which an unauthorized one cannot while it is working here. It avoids the back fees and taxes the state would otherwise recover for the unauthorized years. And it keeps its standing with the state, which matters for anyone who sells to a Louisiana agency.
The statute's approach
The working test is a list of what is not transacting business, with a reminder that the list does not exclude other activities. An entity has to ask whether what it does in the state looks like those listed items or like something more regular and local. For an LLC the source is La. R.S. 12:1343; for a corporation the parallel list is in R.S. 12:302.
The LLC list, item by item
| Listed item | Subject |
|---|---|
| (1) | Maintaining, defending or settling a proceeding |
| (2) | Meetings and other internal affairs |
| (3) | Bank accounts |
| (4) | Transfer agents and trustees for its own interests |
| (5) | Solicited orders that need acceptance outside the state |
| (6) | Debt instruments, mortgages and liens |
| (7) | Collecting debts and enforcing security |
| (8) | Interstate or foreign commerce |
| (9) | One deal wrapped up within thirty days |
| (10) | One-off purchases or sales of property |
The corporation list has the same ten general items and then a longer carve-out for banks, insurers and nonprofits.
Reading the list against real facts
- Staff in Louisiana. The list says nothing in favor of regular work by staff in the state, so it may need a certificate.
- A leased office or warehouse. A fixed location in Louisiana for regular operations points the same way.
- Orders from Louisiana buyers. Taking orders accepted elsewhere is on the list; delivering and installing in the state is not.
- Rental property. A single purchase or sale is on the list. Operating rental property as a business is not.
- Online sales into the state. Interstate commerce is on the list.
The thirty-day item
Item (9) leaves out a one-off deal that is finished inside 30 days and does not repeat. It fails if the project drags past a month or if a second job follows. It is a test about one deal, not a grace period.
Holding property is not enough, running it is
Item (10) is about property acquired or sold apart from any regular business. A company that buys a building and holds it is in a different position from one that leases floor space to tenants every month. Ask which description fits.
Registration is separate from tax
The certificate question and the tax question are decided separately. An entity can owe Louisiana tax without needing a certificate, or need one while owing little tax. A Louisiana accountant answers the tax side; the statute answers this one.
What the risk looks like
An unauthorized LLC is barred from presenting a claim to a Louisiana court, owes back fees and taxes for the unauthorized period, and may be fined as much as $1,000 per violation. Its contracts are not undone, and it is free to answer a suit. The penalty page has the detail.
A quick check
Ask four things. Does the entity have people, premises or equipment in Louisiana? Does it do the same work here repeatedly? Is Louisiana property part of its business model? Is any of this expected to continue beyond thirty days? A yes to any of them points toward applying. If the only contacts are a bank account, meetings and out-of-state-accepted orders, the list likely covers the entity.
When to take advice
If the answer turns on a fine distinction or the entity has already been working here for some time, ask a Louisiana attorney. We prepare the application once you have decided.
Banks, insurers and nonprofits
The corporation list has a second part that applies to banks, trust companies, insurers, real estate investment trusts, nonprofit corporations and companies owned by them. Their qualifying Louisiana lending activity, such as taking mortgages on immovable property, making loans through Louisiana banks and servicing them through local concerns, is not treated as transacting business, and those entities are not required to pay the tax or fee that foreign corporations otherwise pay, though ad valorem tax on real property they own still applies. An entity in one of those groups falls under R.S. 12:302.
Subsidiaries and parents
Owning a Louisiana subsidiary or shares in a local company is not itself on either list. A parent that only holds shares and meets elsewhere sits closer to the safe list than one whose employees negotiate and carry out contracts in Louisiana. The test looks at what the parent itself does.
Professional names
Names built on the words engineer, engineering, surveyor or surveying bring in a licensing board. A corporation must give the board 10 days of written notice before its certificate can issue, unless the board waives the wait. The forms repeat the point and give the board's contact details.
Who-needs-it questions
Does a Louisiana bank account trigger the requirement?
No. A bank account is one of the activities the statute sets aside.
Does one Louisiana customer trigger it?
Not necessarily. A single deal finished inside 30 days is on the list.
May an entity without a certificate answer a lawsuit?
Yes. The missing certificate does not stop it from defending.
Our fee and the state's
Get my Louisiana certificate
+ $185 Louisiana fee
- The Application for Authority to Transact Business in Louisiana, Foreign Limited Liability Company (Form 972), completed from your answers
- The registered agent's sworn acceptance, collected and attached with your home-state certificate
- A Louisiana registered agent and street office, supplied by us or by you
- The package sent to the Commercial Division, and the filed certificate returned to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
Louisiana
Get my Louisiana certificateOur fee and Louisiana's $185 appear as separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Louisiana Secretary of State, forms and fee schedule
- Louisiana Secretary of State fee schedule effective 10/1/26
- Louisiana Form 972, application of a foreign limited liability company
- La. R.S. 12:1345, application for certificate of authority
- La. R.S. 12:1350.1, annual report
- La. R.S. 12:1355, authority to investigate; penalty
- La. R.S. 12:1343, transactions not constituting transacting business
- La. R.S. 12:1354, transacting business without authority
- La. R.S. 12:1353, revocation or suspension of certificate of authority
- La. R.S. 12:302, acts that are not transacting business
- La. R.S. 12:304, application of a foreign corporation
- Louisiana Form 326, application of a foreign corporation for certificate of authority
Start your Louisiana application
Give us the entity type and where it was formed, and we begin drafting.