Getting a Louisiana Certificate of Authority for Your Out-of-State Corporation

Louisiana calls a corporation "foreign" if some other jurisdiction's law created it. Other states, territories and countries all qualify. R.S. 12:301 bars any foreign corporation from carrying on business here before the Secretary of State's certificate of authority is in hand. Form 326 is the application for it.

The certificate does not create a second company. Your corporation remains one legal entity under its home law, and Louisiana simply permits it to operate here. Once it holds the certificate, R.S. 12:306 gives it the rights of a Louisiana corporation, no more and no less, and ties it to the same duties and penalties. Filings go to the Commercial Division in Baton Rouge.

Louisiana leaves "transacting business" undefined and offers only a list, in R.S. 12:302, of activities that do not count. The list is introduced by language that keeps it open, so an unlisted activity may also be harmless. The ten ordinary items are:

• Bringing, defending or settling a case, an agency proceeding or an arbitration
• Directors' or shareholders' meetings and other internal affairs
• Keeping bank accounts
• Running a transfer office, or naming a trustee or depositary, for the corporation's own securities
• Soliciting orders that arrive through the mail or sales staff and only become binding contracts upon acceptance outside Louisiana
• Creating debts, mortgages or liens
• Collecting what is owed and enforcing the security behind it
• Interstate or foreign commerce
• A one-time deal that closes within thirty days and is not repeated in the ordinary course
• Buying or selling property or a property interest, so long as it is no regular line of business

Banks, insurers and real estate investment trusts get an additional mortgage-loan list. For an ordinary business corporation, the ten above are the ones that matter.

What the list leaves out

Selling through independent contractors is not excluded, so do not assume it is safe. And the property item covers an occasional sale or purchase, not owning or leasing Louisiana property as an ongoing business. A corporation with an office, employees, inventory or a steady flow of Louisiana customers is plainly on the registration side. For facts in the middle, put them in front of a Louisiana attorney.

The fee for the application is $155, as printed in Form 326, the forms page and the October 2026 schedule. Send a check or money order in the Secretary of State's name, or pay by card and add a $5 convenience fee. A returned check costs $25.

You can choose geauxBIZ, postal mail, a fax paid by card, or a walk-in visit to the Commercial Division. Owners in 14 named parishes (Orleans and Jefferson among them) are required to file whatever documents they can online. No standard processing time is published. A 24-hour expedite adds $35, and processing while you wait adds $60.

What the form asks

• The corporation's name and any earlier name
• Its principal office in its home state or country, and its principal business office (write "none" if it has no such office)
• Its federal tax identification number, though leaving it off does not sink the application
• Street addresses in Louisiana for its principal business establishment, its registered office and its registered agent
• What business it will do in Louisiana, which matters only if you want to limit its authority
• The names and addresses of its directors and officers

An officer signs before a notary public, and the registered agent signs its own acceptance of the appointment under oath. A corporation that holds a contract with the state also files an ownership statement.

This is the step that catches people out. R.S. 12:304 says the application travels with proof from the incorporating jurisdiction: either a certificate of corporate existence or one of good standing, issued by an authorized official there. Louisiana wants an original signature and a date no more than ninety days before you submit. Certified articles of incorporation do not stand in for it.

The corporate name on the application has to match the certificate exactly. The form adds a rule for two states. For a Texas or Alabama corporation, the existence certificate from that state's Secretary of State is the right document, because the revenue department's good standing letter is the wrong one.

The office in your home state produces the document and sets its own price and speed. The ninety days run from the date printed on it, so request it when you are nearly ready to file. You will need a fresh one again if Louisiana suspends your authority over a missing annual report and the suspension lasts six months or longer.

R.S. 12:303 asks for an ending like Corp., Inc., Ltd. or Co. (or the long form) in the corporate name, and the name may not suggest a purpose outside the articles or imply banking, insurance, a building and loan or law practice. The name cannot be confusingly close to a Louisiana corporation, an authorized foreign corporation, a registered trade name or a reserved name already on file. If yours is missing an ending or is taken, add a word or distinguishing term for use in Louisiana, but never "doing business as." A name containing "engineer" or "surveyor" requires notice to the state engineering board.

Who can be the agent

R.S. 12:308 requires at least one registered agent and a registered office in Louisiana. The agent can be:

• A person living in Louisiana who uses the registered office as a business office
• A lawyer or law firm partnership licensed in Louisiana
• A corporation or LLC, domestic or foreign, authorized in Louisiana, sharing its office with the registered office, permitted by its own charter to accept service for others, and listed in a certificate that names at least two people there who take delivery of process

Each agent signs a notarized acceptance. The state's FAQ concedes that many out-of-state businesses end up paying a company to fill the role. A corporation without a Louisiana establishment of its own treats the agent's address as its principal business establishment. To switch agents or offices, file Form 346 in duplicate for $30. A resigning agent's appointment ends thirty days after the state receives the notice, and a replacement must be named within another thirty days.

Every year, by the anniversary of the date the corporation qualified, it files an annual report. The first falls due on the anniversary in the year after the certificate was issued. The fee is $35, and the report can go through geauxBIZ. The contents are the registered office and agent, offices at home and elsewhere, and the roster of directors and officers, with changes since the previous report flagged.

If the report is not filed or fees go unpaid, the Secretary of State can suspend and later revoke the certificate, though revocation requires sixty days' written notice first. Having no registered agent or office, or leaving an agent change unfiled, are further grounds. A new name or a new line of business calls for an amended certificate of authority, and the home state supplies a certificate showing any name change.

Leaving Louisiana

To withdraw, file Form 338 for $155, signed by an officer before a notary. The corporation says it has ceased operating in Louisiana, gives up the certificate, and agrees that claims from its time here may be served on the Secretary of State. The Certificate of Withdrawal issues after Revenue and Employment Security clear the corporation, which the state requests itself. Taxes and licences are a separate subject, so ask an accountant what Louisiana expects of a corporation in your line of work.

R.S. 12:314 sets the consequences. A foreign corporation transacting business without authority may not bring a judicial demand in any Louisiana court until it is authorized, and it must prove authority with the Secretary of State's certificate. Nothing about the missing certificate undermines its contracts, and it remains free to defend any suit.

It also owes the state back fees and taxes equal to what timely qualification and reports would have produced, plus the chapter's penalties, and the Attorney General pursues collection. Separately, under R.S. 12:314.1 the Secretary of State may investigate and fine a corporation up to $1,000 per violation, following a penalty schedule the office must adopt. No late charge for foreign corporations appears on the fee schedule.

Mainstay Filing's service covers the Louisiana filing for a corporation formed out of state. It prepares Form 326, sends it to the state office, and puts a Louisiana registered agent in place, free for year one and $149 each year after. The corporation provides its own details plus the home-state certificate, which comes from the home state's filing office and not from Mainstay Filing. Annual reports and taxes remain the corporation's job.

Current checkout lines and the total are on the Louisiana foreign qualification page. Only need an agent? Visit the Louisiana registered agent page. Mainstay Filing is a paperwork and agent provider, not a law firm. If you cannot tell whether your activity crosses the line, a Louisiana lawyer can answer that.