Louisiana Certificate of Authority / Staying valid
Penalties for acting without a Louisiana certificate, and how revocation works
An LLC that works in Louisiana without a certificate of authority faces a penalty of at most $1,000 for each violation, owes fees and taxes for the years it went unauthorized, and cannot sue in Louisiana courts. A certificate that is already issued can be revoked, but only after a written warning at least 60 days ahead.
Results of acting without a certificate
| Result | Rule | Where |
|---|---|---|
| Court access | A claim by the LLC is barred until it is authorized | R.S. 12:1354, subsection A |
| Proof | Only the Secretary of State certificate counts as evidence of authority | R.S. 12:1354, subsection A |
| Contracts | Survive, and the LLC can still defend a suit | R.S. 12:1354, subsection B |
| Back charges | Fees and taxes for each unauthorized year | R.S. 12:1354, subsection C |
| Fine | Capped at $1,000 per violation | R.S. 12:1355, subsection B |
Barred from court
The bar falls on a claim the unauthorized LLC itself wants to bring. It must show it is authorized, and the state's certificate or an authenticated copy of it is the only legal evidence. A defendant LLC is not barred, and its contracts survive. In a corporation's case, the same statute family says the same.
Back fees and who collects them
For the years in which the LLC worked here unauthorized, it is liable for what it would have owed had it applied and filed its reports. The attorney general brings the recovery action.
The fine, as the statute frames it
The Secretary of State may investigate a foreign LLC that seems to be transacting business unauthorized and may impose a charge of at most $1,000 per violation. The office is directed to publish a penalty schedule through its rule-making process, and the attorney general pursues any penalty left unpaid. Treat the cap as the planning figure until a schedule is published.
Individuals are not automatically liable
Missing the certificate does not, by itself, make a member or manager liable for the LLC's obligations. Other conduct can, so the protection is narrower than it sounds.
Grounds for revocation
The Secretary of State may revoke an LLC's certificate on 9 grounds. Among them are unpaid fees or penalties, a gap in the registered agent or office, a change that was never reported, a name or amendment filing never made, a false statement in a filing, exceeding or abusing the authority granted, an act amounting to surrender, dissolution at home, and a late annual report. Corporations face 8 grounds of a similar kind.
The notice period
Revocation cannot happen on the first day. The state must first send a written warning, at least 60 days ahead, that names the grounds, and the holder can cure inside that time. A holder that responds with the missing filing or payment keeps the certificate.
Suspension and the six-month rule
The state may suspend instead of revoking for some failures and lift the suspension when the failure is cured. If a suspension over a missed annual report runs six months or longer, lifting it needs the report and a fresh home-state certificate that is 90 days old or less.
What survives revocation
A revoked entity can no longer do business, but its agent still accepts process on its behalf. Claims reach the entity through the agent, so keep the agent's contact details up to date even after losing the certificate.
Dealing with the state while delinquent
An LLC delinquent on its annual report is out of good standing, and the state and its agencies are barred from commercial dealings with it. A contract may be declared void.
Getting back on track
For an entity that never held a certificate, the remedy is to apply on Form 972 and pay $185. For one whose certificate was revoked, the route and the cost are quoted when you order.
Planning around the cap
The $1,000 figure is a ceiling per violation, not a rate. The real planning cost for an entity that is already past due is the sum of the back fees and taxes, the application fee, and the claims it cannot bring in the meantime. Each year of unauthorized work adds the annual report fee to that sum.
Penalty questions
Is there a daily fine?
No. The statute caps the penalty at $1,000 for each violation and sets no daily rate.
Do contracts remain valid?
Yes. The statute says an unauthorized LLC's contracts are not impaired.
How long do I have to cure?
At least 60 days after written notice.
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. 12:1353, revocation or suspension of certificate of authority
- La. R.S. 12:1354, transacting business without authority
- La. R.S. 12:314, a foreign corporation transacting business without authority
- La. R.S. 12:313, revocation of a foreign corporation certificate
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