A Nonprofit From Another State Qualifying in Louisiana

Louisiana's Foreign Corporation Law talks about "foreign corporations" without sorting them into for-profit and nonprofit camps. In the Nonprofit Corporation Law a foreign corporation means one organized under the law of any place other than Louisiana. The Secretary of State's own filing guidance has a heading for foreign business and nonprofit corporations, and Form 326 has two check boxes, Non Profit and Business.

Under R.S. 12:301 a foreign corporation or association may not begin carrying on business here before it holds a Louisiana certificate of authority. After that, R.S. 12:306 gives the organization the same rights as a Louisiana nonprofit or business corporation, and the same duties and penalties. The Commercial Division in Baton Rouge handles the filing.

The Secretary of State is only one layer. Charitable solicitation registration, federal and state income tax exemption, and sales tax treatment belong to other offices, and nothing here covers them.

No Louisiana statute defines "transacting business." The guidance is a list in R.S. 12:302 of what does not count, introduced by words that leave room for other harmless activities. The common items:

• Defending, bringing or settling a case or an arbitration
• Board or membership meetings and other internal affairs
• Maintaining a bank account
• Soliciting orders that become contracts only on acceptance outside Louisiana
• Creating debts, mortgages and liens, and collecting on them
• Interstate or foreign commerce
• One isolated transaction completed in thirty days, outside a pattern of similar ones
• Buying or selling property as a one-off, rather than as a regular business

A special item for nonprofits

Item K of the same section covers "a nonprofit or nontrading corporation," along with banks and a few other types. A nonprofit of that kind is not transacting business by making or buying loans secured by Louisiana real estate, using Louisiana banks as depositories, servicing those loans through Louisiana companies, or taking and managing property it gets through foreclosure. A nonprofit confined to those mortgage-loan activities also escapes the taxes and fees foreign corporations normally pay.

Few charities work that way. The typical case is an organization that runs programs, holds events, employs staff or leases space in Louisiana, and those facts point toward applying. Where the answer is unclear, ask a Louisiana attorney.

The state's fee is $155, identical to what a for-profit corporation pays. The October 2026 fee schedule lists a single foreign corporation application and no separate nonprofit rate. Payment can be a check, a money order, or a card with a $5 convenience fee added. Expediting costs $35 for 24 hours or $60 while you wait.

Filing options are the geauxBIZ portal, mail, fax with card information, and the Baton Rouge office. If you are in one of 14 named parishes, the state requires you to file online what it can accept online. No processing time is published.

What goes on Form 326

• Original or amended application, and the Non Profit or Business choice
• The organization's name and any former name
• Its principal office where it was formed
• Its federal tax identification number (omitting it does not invalidate the filing)
• Its principal business office, or "none"
• The Louisiana business establishment, registered office and registered agent
• Its planned Louisiana activities, only if it wants a limited authority
• Directors and officers

An officer signs before a notary. The agent separately accepts the appointment under oath. The form has no spot for a tax-exemption determination.

Louisiana does require home-state paper. R.S. 12:304 says the application is delivered with an existence certificate or a good standing certificate from an authorized official in the nonprofit's home jurisdiction. It needs an original signature and a date within ninety days of submission, and certified articles will not be accepted in its place. The name on the application must be identical to the name on the certificate.

For nonprofits formed in Texas or Alabama, the form's instruction is to obtain the existence certificate from the Secretary of State there, and to skip the comptroller or revenue department's good standing letter.

Your home state sets the price and processing time, and Louisiana does not issue the certificate for you. Because ninety days is the cap, a certificate ordered months ahead can expire unused. Suspended for half a year or more over an unfiled annual report? Then a fresh certificate is required to lift it.

R.S. 12:303 asks for a corporate word or abbreviation in the name unless the nonprofit adds one for use in Louisiana. It cannot suggest a purpose beyond its articles or imply banking, insurance or law practice, and "doing business as" is barred from any distinguishing term. The name must also differ from what the Secretary of State already has on file.

Registered agent choices

Every foreign corporation needs an in-state registered office and a registered agent (R.S. 12:308). Three kinds of agent are allowed: an individual living in Louisiana who works from the registered office, a Louisiana-licensed attorney or law partnership, or a corporation or LLC, local or out of state, authorized here. A company agent shares the registered office address, may act as an agent under its own charter, and has filed a certificate naming two individuals who accept process. The agent's notarized acceptance accompanies the filing.

If the organization has no Louisiana office of its own, the agent's address becomes its principal business establishment for Louisiana purposes. A Statement of Change on Form 346 ($30) replaces an agent or office. An agent who resigns is released thirty days after the notice arrives, and the organization then has thirty more days to name a successor.

A foreign nonprofit files an annual report by each anniversary of the date it qualified. The schedule lists $35 for foreign corporation annual reports. The $10 nonprofit rate printed in the schedule sits under domestic corporations, so do not assume it carries over. The report picks up changes to the registered office or agent, the offices at home and in Louisiana, and the board and officers.

Missing the report, losing the agent or office, or leaving a change unfiled can lead to suspension and then revocation, with at least sixty days' written notice before revocation. A change of name needs an amended certificate of authority backed by a home-state document about the change.

Withdrawal

Form 338 withdraws a foreign corporation, and the state charges $155. An officer signs before a notary, the organization gives up its authority, and it agrees that the Secretary of State may receive service for claims from its Louisiana activity. Revenue and Employment Security must clear the organization before the Certificate of Withdrawal issues, and the office requests those clearances itself.

Under R.S. 12:314, a foreign corporation transacting business in Louisiana without a certificate may not bring a judicial demand in a Louisiana court until it is authorized. Proving authority is the corporation's burden. Its contracts stay valid, and it remains free to defend a suit.

Attorney General proceedings can recover the fees and taxes that would apply had the organization been authorized and filed on time, plus the chapter's penalties. And R.S. 12:314.1 allows the Secretary of State to investigate and set a penalty of no more than $1,000 per violation, on a schedule the office has to adopt. The fee schedule shows no stated late fee for this filing.

Mainstay's online checkout was built for LLCs and commercial corporations, and it stops short of nonprofits. The organization or its lawyer sends Form 326 to Baton Rouge. The piece Mainstay does cover is the agent: $149 per year, unchanged when the term renews. That agent's Louisiana street address is the one entered as the registered office on the form, and it shows up on the state's public record.

If a summons or notice is delivered to the agent, the scan reaches you that business day with no fee attached. Mail from government offices is scanned free for the first three pieces annually. Where the nonprofit has some other agent listed, Mainstay will submit the replacement paperwork, with the state's own charge passed along unchanged. Annual reports and the home-state certificate stay with the organization. Learn more on the Louisiana registered agent page. Mainstay does not practice law.