How to get a Louisiana certificate of authority, entity by entity

For an LLC the application must set out seven things: the name and home jurisdiction, any added name element, the formation date and duration, the home and outside offices, the Louisiana establishment, registered office and agent, the business to be done with a statement that the home law allows it, and whatever extra the Secretary of State prescribes. A corporation's list adds a federal tax number and its directors and officers. Forms 972 and 326 turn each requirement into numbered items.

An LLC files Form 972 and pays $185. The signer is a manager where managers run the LLC, or a member where the members run it. The signature is sworn, the form is executed in duplicate, and a home-state certificate and the agent's sworn acceptance go with it. The LLC form page walks every item.

A nonprofit corporation uses the same Form 326 and ticks the Non Profit box instead. Everything else follows the corporation route, including the two copies and the officer's sworn signature. A nonprofit that wishes to limit its Louisiana authority says so in item 9, and the certificate then recites the limit.

Every filing needs a certificate issued by the formation state. The state calls it existence in some places and good standing in others, and Louisiana takes either. It must have an original signature and be 90 days old or less when you submit. A certified copy of the articles is not a substitute. On the form, Texas and Alabama are singled out: ask for a certificate of existence from the Secretary of State, rather than the good standing letter a comptroller or revenue department issues.

The transmittal page comes first and is followed by the sworn application in duplicate, the home certificate and the payment, made out to the Secretary of State. If you want rush handling, mark the box for the 24-hour tier at $35 or the 2 to 4 hour tier at $60. Mail it to the Commercial Division, or use geauxBIZ when your parish is one of the fourteen the form names. Keep a complete copy of whatever you send, together with the tracking record, until the certificate returns.

The holder may do the business described in the application, subject to any limit the certificate recites. It receives the same rights as a comparable Louisiana entity, and it carries the same duties and liabilities. It does not give up its home identity: the home law still governs how it is run inside.

A Tennessee LLC sends sales staff to Lafayette and leases a small showroom. Its managers confirm that the activity is more than a one-time deal, so they apply. A Lafayette attorney agrees to serve as agent. The LLC orders a Tennessee certificate, a manager and the attorney swear their blocks on the same afternoon, and the package is sent in with $185. The grant arrives and its date goes into the calendar for next year's report.

File away the stamped application, the certificate, the agent's acceptance, each annual report and each statement of change. The law also has the entity keep written accounts of its in-state property and dealings at its main place of business. Those papers answer the first question a customer or court asks: was the entity authorized on that date?

Common causes:

• One copy where two are required.
• A home certificate too old, or a copy of it.
• A name that is not the home-state name.
• A registered office address that differs from the agent's own.
• One of the two sworn blocks left empty.

If the filed application misstates something or was signed or sworn defectively, the holder can file a certificate of correction that says what was wrong and gives the corrected text. Name or agent changes, by contrast, are changes of fact and use Form 346 at $30.

For $199 we handle the drafting, the sworn blocks, the date check and the filing. Entities that want to see every step first can read the self-application page.

If the agent is a company, three things must already be true. It is authorized to do business in Louisiana, its office is the registered office, and its file with the Secretary of State holds a certificate naming two people at that office who may receive process. For a corporation's agent, a sworn affidavit of acceptance is also on file. Tell us who your company agent is and we check these.

Pay by check or money order made out to the Secretary of State; cash is not accepted. Handling can be standard, the 24-hour tier at $35 or the 2 to 4 hour tier at $60. Paying by card is possible for an added $5.

An entity that has used more than one name should lead with the current one and list the earlier name in item 2. Where the home-state certificate shows only the current name, the home state can issue a certificate of fact that ties the names together. Bring that paper with the package rather than explaining the history in a cover letter.