§1353. Revocation or suspension of certificate of authority; limitation on authority to do business with the state

A. The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state when any of the following occur:

(1) The limited liability company has failed to pay any fees, taxes, or penalties prescribed by law when they have become due and payable.

(2) The limited liability company has failed to maintain a registered agent or a registered office in this state or to maintain records as required by this Chapter.

(3) The limited liability company has failed, after change of its registered office or registered agent or of the name of a corporate or partnership agent, to file in the office of the secretary of state a statement of such change as required by this Chapter.

(4) The limited liability company has failed to file in the office of the secretary of state any certificate of name change or any amendment of its certificate of authority under R.S. 12:1348.

(5) A misrepresentation has been made of any material matter in any application, report, or other document filed by the limited liability company pursuant to this Chapter.

(6) The limited liability company has exercised in this state authority not conferred upon it by the laws of this state or has abused authority conferred upon it.

(7) The limited liability company has done or omitted any act that amounts to a surrender of its right to do business.

(8) The limited liability company has been dissolved.

(9) The limited liability company is delinquent in filing the annual report required by R.S. 12:1350.1.

B. No certificate of authority of a foreign limited liability company shall be revoked by the secretary of state unless both of the following have occurred:

(1) The secretary of state shall have given the limited liability company not less than sixty days' notice in writing of the grounds on which such proposed revocation is based.

(2) The limited liability company has failed, neglected, or refused to correct the same within such sixty-day period.

C. Upon revocation, the authority of the limited liability company to transact business in this state shall cease, but the authority of its registered agent in this state to accept service of process shall continue.

D.(1) The certificate of authority of a foreign limited liability company to transact business in this state may be suspended by the secretary of state when, according to the records of his office, such foreign limited liability company is not in compliance with a requirement of this Chapter or other relevant law as stated in Paragraphs (1) through (4) of Subsection A of this Section. The secretary of state is authorized to revoke the suspension when any such failure to comply has been remedied by compliance.

(2) Before the certificate of authority of a foreign limited liability company is suspended under the provisions of this Subsection, any limited liability company having failed to comply with any such requirement, according to the records of the office of the secretary of state, shall be notified in writing at its last known address of such noncompliance, and the notice shall afford any such limited liability company fifteen days from the receipt of the written notice to comply with any such requirement or to show cause why the written notice should not have been given. The secretary of state is authorized to hold hearings and take evidence when the limited liability company undertakes to show cause why its certificate of authority should not be suspended and to make an order suspending the certificate of authority in the light of such evidence when the order is justified. The order shall be recorded in the archives of the secretary of state.

(3) When notice of noncompliance has been furnished as provided in this Subsection and no showing or reply has been made within the fifteen-day period allowed, it shall be presumed that the limited liability company has failed to comply with a requirement of this Chapter or other relevant law as stated in Paragraphs (1) through (4) of Subsection A of this Section and the secretary of state may suspend the certificate of authority of any such limited liability company. In the event any such limited liability company thereafter complies with any such requirement, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to such limited liability company, to restore same to good standing, and to record same in the archives of his office. Where any order of suspension is made under this Subsection, the secretary of state shall forward a certified copy of the order to the limited liability company's last known address by certified mail, return receipt requested. Similar notice shall be furnished in the event of revocation of such suspension.

E.(1) As used in this Subsection, the term "not in good standing" means that a foreign limited liability company is delinquent in filing its annual report.

(2) Each foreign limited liability company which is not in good standing shall be prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between the state or its boards, agencies, departments, or commissions and a foreign limited liability company which is not in good standing may be declared null and void by the board, agency, department, commission, or the division of administration.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2001, No. 1186, §2.