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Louisiana Certificate of Authority  /  Corporation form

Form 326, the corporation application for a Louisiana certificate of authority

Form 326 is the Application of Foreign Corporation for Certificate of Authority, the paper that foreign business corporations and foreign nonprofits file for their Louisiana certificate. It carries 10 numbered items, is submitted in duplicate and is sworn by an officer. An LLC files Form 972 at $185 instead. We prepare Form 326 for $199.

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Form 326 at a glance

Title
Application of Foreign Corporation for Certificate of Authority
Authority
R.S. 12:304, for corporations
Filing fee
Quoted when you order
Duplicates
2 sets, three if the filer is a bank
Sworn by
any officer
Travels with
A certificate from the home state, 90 days old or less
Mail to
Commercial Division, P. O. Box 94125, Baton Rouge, LA 70804-9125

Who files it, and the tick boxes

Two kinds of entity share the form. At its head sit two pairs of tick boxes: one pair chooses between a business and a nonprofit, the other between an original and an amended application. An LLC cannot use it and goes to the LLC form page instead.

Name, former name and the home office

Item 1 takes the corporation's name in the form the home-state certificate prints it. A former name belongs in item 2. Item 3 asks where the principal office sits in the state or country of incorporation.

The tax number is optional in effect

Item 4 asks for the federal tax identification number. The statute says an application that omits it is neither invalid nor subject to rejection by the Secretary of State, so a missing number should not delay the filing.

Offices and the agent

Item 5 gives the principal business office, wherever it is. Louisiana details follow: the principal business establishment in item 6, the registered office in item 7 and the agent's name and address in item 8. The permitted agents mirror those open to an LLC. Where the agent is a company, a sworn affidavit of acceptance is part of the record, although omitting it would not shield the corporation from service of process.

Taking less authority than the charter gives

Item 9 stays blank unless the corporation wants narrower authority in Louisiana than its charter allows. A narrower grant is recited on the certificate. It does not lower the corporation's tax exposure or bring exemptions that banks, insurers and nonprofits enjoy.

Directors and officers

The last numbered item, item 10, names the directors and officers and their addresses. If there are more than the space allows, an addendum is attached.

Oath and acceptance

The officer signs, gives a title and a date, then swears before a notary. After that the registered agent signs the acceptance and swears as well. The certificate from the home state needs an original signature, and a certified copy of the articles cannot stand in for it.

A corporation that sells to the state

A corporation that holds a contract with the state files one more statement. It acknowledges the contract and names everyone who owns, or holds by proxy, five percent or more of the voting power or ownership, including anyone holding shares for another. Contracts for electric or gas service, and publicly traded corporations, are outside the rule.

Names built on engineering words

If the corporate name contains engineer, engineering, surveyor or surveying, the state's engineering and land surveying licensing board must be told in writing 10 days before the certificate can issue, unless it signs a waiver.

Reading the fee

The corporation fee is set when you order, from the schedule in force since October 1.

Reasons a corporation filing is returned

  • Only one set submitted where two are needed.
  • A home certificate that is too old, or lacks an original signature.
  • A corporate name that departs from the certificate.
  • An officer who signed but skipped the notary.
  • A post office box given as the registered office.

Banks

A banking corporation files three sets. When it seeks authority for some other kind of business, the state sends a copy to the Office of Financial Institutions, which has five days to object in writing.

Amended applications

The same form, with the amended box ticked, is used when the corporation changes its name or plans business of a different sort from what it described. A name change comes with a document from the home state showing the change.

Updates after approval

A new registered office or agent, or a new Louisiana business address, is reported on Form 346 for $30. New officers or directors go on Form 346A, which costs the same $30. The annual report restates facts but does not stand in for either filing.

How we prepare Form 326

  1. You choose the box

    Business or Non Profit.

  2. We complete items 1 to 10

    From your certificate and officer list.

  3. An officer and the agent swear

    Each before a notary.

  4. We assemble two sets

    With the certificate and cover sheet.

  5. We file

    In Baton Rouge, with the amount the form states.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Form 326 questions

Is the tax number required?

No. The statute says leaving it out does not invalidate the application.

Do nonprofits use Form 326?

Yes, with the Non Profit box ticked.

How many sets go in?

Two, or three for a bank.

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 certificate

Our 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.

Start your Louisiana application

Give us the entity type and where it was formed, and we begin drafting.