Corporation Registered-Agent Change and Resignation Requirements in Louisiana
At a glance
| Governing law, entity, agent, and scope | Louisiana Business Corporation Act, La. R.S. 12:1-101 et seq., Part 5 office, agent, change, resignation, and service rules plus general filing, annual- report, fee, correction, and termination provisions; ordinary domestic private business corporation, not nonprofit, foreign, LLC, regulated, or provider- contract tracks (§§ 12:1-101, -501 to -504) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Louisiana registered office and agent. Agent may be Louisiana-resident individual or domestic/authorized foreign corporation or other eligible entity with in-state office, organizational authority, and filed names of two authorized recipients (§ 12:1-501) |
| Corporation change authority and internal approval | Corporation may change office, agent identity, or agent address by statement; no board/shareholder approval recital stated. Board chair, president, or another officer signs; court fiduciary signs when applicable (§§ 12:1-502, -120(F)) |
| Statement contents, signer, consent, and filing | Corporate name; current/new office street addresses; current agent name/street address; new agent and signed written consent; new agent address; and two authorized recipients for an entity agent. Consent must be acknowledged or authentic act; typed/printed or permitted electronic filing (§§ 12:1-502, -120) |
| Registered-office and agent-office address rules | Change statement uses street addresses for office and agent. Registered office may differ from corporate business locations; entity agent separately maintains Louisiana office. No identity-between-offices, P.O.-box, or fixed-hours rule stated in complete Part 5 (§§ 12:1-501 to -504) |
| Agent-initiated, bulk, and commercial-agent changes | Agent may change street address for all represented corporations in one statement naming each corporation and certifying notice to all; no advance-notice period, agent-name route, or commercial-agent listing stated (§ 12:1-502(B)-(C)) |
| Agent resignation, notice, delay, and successor gap | Agent signs original plus two copies; may discontinue registered office when it is the agent's office. SOS mails copies to remaining office and principal office; appointment/office ends on day 31, with no successor acceleration or agent-to- corporation pre-notice stated (§ 12:1-503) |
| Effective time, fee, report, and correction routes | Receipt/filed-time effect unless later time/date through day 90. Agent or office change and resignation cost $30; optional expedite is $60 while-you-wait or $35 for 24 hours. Annual report lists agent/office; correction generally relates back (§§ 12:1-123, -124, -1621; § 49:222 as amended by Act 921) |
| Service, default, dissolution, foreign, and contract boundaries | Agent serves; if absent/unservable, registered/certified mail to corporate secretary at principal office, perfected at earliest receipt, signed return, or five days after proper mailing. Ninety-day office/agent lapse plus at least 30 days' written notice and cure opportunity leads to administrative termination; other service, foreign, contract, and reinstatement tracks separate (§§ 12:1-504, -1442) |
Requirements one by one
La. R.S. § 12:1-101 identifies this chapter as the Business Corporation Act.
Agent eligibility and change filing
La. R.S. § 12:1-501 requires both an in-state registered office and agent. An entity agent must maintain its own Louisiana office and file the names of at least two people there authorized to receive process. Section 12:1-502 calls for the corporation's name, the current and proposed office and agent street addresses, and, when the agent changes, the successor's signed written consent. Under § 12:1-120, the board chair, president, or another officer signs the filing; the consent must be acknowledged or executed by authentic act.
Agent address and resignation
The agent can update its street address for every represented corporation through one § 12:1-502(B)-(C) filing that names each corporation and certifies notice to all of them. To resign, § 12:1-503 requires the signed original and two copies. The Secretary of State mails copies to the remaining registered office and the principal office. Appointment and any stated office discontinuance end on day 31 after filing.
Filing effect, fee, and records
Under § 12:1-123, an accepted filing ordinarily takes effect at recorded receipt, or at a later stated time or date within 90 days. Act 921 amended § 49:222(B), effective October 1, 2026: a corporation's agent or office change or agent resignation now costs $30; optional expedited handling is $60 while-you-wait or $35 for 24 hours. Section 12:1-124 governs corrections, including protection for a person adversely affected by reliance on the uncorrected record. The annual report under § 12:1-1621 lists current agent and office information; it is a separate filing.
Service and default
Section 12:1-504 permits registered or certified mail to the corporate secretary at the principal office if there is no agent or reasonable diligence cannot serve it. It specifies receipt, signed-return, and five-day mailing alternatives for when service is perfected. Under § 12:1-1442, a 90-day office or agent lapse can lead to administrative termination after at least 30 days' written notice and an opportunity to cure.
What trips people up
The new agent's consent needs formal acknowledgment or authentic-act execution under § 12:1-120. An agent's multi-corporation filing changes its address, not its identity (§ 12:1-502). Resignation has a fixed day-31 termination point (§ 12:1-503). Act 921 also raised the articles-of-correction and annual-report fees; the online compiled § 49:222 page still displays the earlier amounts, so the enacted act supplies the current figures.
Common questions
Must the registered office be a corporate business location?
No. Section 12:1-501 says the registered office may be, but need not be, the same as any place of business.
Can filing an annual report replace a midyear change statement?
Section 12:1-1621 lists agent and office information for annual reports. Section 12:1-502 separately prescribes the statement for an agent or office change.
Statutes and sources
- La. R.S. § 12:1-101: “This Chapter shall be known and may be cited as the "Business Corporation Act". References in this Chapter and elsewhere in the Revised Statutes to the Business Corporation Act or the Business Corporation Law shall be deemed to be references to this Chapter.” Louisiana Legislature (accessed 2026-10-02).
- La. R.S. § 12:1-501: “Each corporation shall continuously maintain in this state both of the following:
(1) A registered office that may be, but need not be, the same as any of its places of business.
(2) A registered agent, who may be either of the following:
(a) An individual who resides in this state.
(b) A domestic or foreign corporation or other eligible entity that does all of the following:
(i) Continuously maintains an office in this state and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in this state.
(ii) Files with the secretary of state a statement setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.
(iii) Acts as the agent of a corporation for service of process as authorized by its organizational documents” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-502: “A. A corporation may change its registered office or the identity or address of its registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following information:
(1) The name of the corporation.
(2) The street address of its current registered office.
(3) If the current registered office is to be changed, the street address of the new registered office.
(4) The name and street address of its current registered agent.
(5) If the identity of the current registered agent is to be changed, the name of the new registered agent, and the new agent's signed written consent to the appointment, either on the statement or attached to it.
(6) If the street address of the registered agent is to be changed, the new street address of the registered agent.
(7) If the registered agent is a corporation or eligible entity, the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.
B. A registered agent may change its street address on the records of the secretary of state for all corporations for which it serves as registered agent by delivering to the secretary of state a statement of change that sets forth all of the following information:
(1) The name of the registered agent.
(2) The name of the corporation for which it is acting as registered agent.
(3) Its current street address to be changed.
(4) Its new street address.
(5) A certification that the registered agent has notified all of the corporations for which it serves as registered agent of the change in its address to the new street address specified in the statement of change.
C. A registered agent may satisfy the requirements of Subsection B of this Section for multiple corporations through the delivery of a single statement of change that complies with Subsection B of this Section, provides the names of all of the corporations for which the statement is to be effective, and certifies that the registered agent has notified all of those corporations of the change in its address to the new street address specified in the statement of change.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-503: “A. A registered agent may resign the agent's appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. If the office of the registered agent is also the registered office of the corporation, the statement may include a statement that the registered office is also discontinued.
B. After filing the statement the secretary of state shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office.
C. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-504: “A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. If the registered agent is a corporation or eligible entity, service of process may be made on an individual who is identified as authorized to receive service for the registered agent in a statement on file with the secretary of state.
B. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this Subsection at the earliest of the following:
(1) The date the corporation receives the mail.
(2) The date shown on the return receipt, if signed on behalf of the corporation.
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
C. This Section does not prescribe the only means, or necessarily the required means of serving a corporation.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-120: “D. The document must be typewritten or printed or, if transmitted electronically or online, it must be in a format that can be retrieved or reproduced in typewritten or printed form. The inclusion of handwritten notations or entries on a typewritten or printed document does not affect the eligibility of the document for filing.
F. The document must be signed by one of the following:
(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers.
(2) If directors have not been selected or the corporation has not been formed, by an incorporator.
(3) If the corporation is in the hands of a receiver, liquidator, trustee, or other court-appointed fiduciary, by that fiduciary.
G. The person executing the document shall sign it and state, beneath or opposite the person's signature, the person's name and the capacity in which the document is signed. The document may but need not contain a corporate seal.
H. Except as provided in R.S. 12:1701, the following documents shall be acknowledged by one of the persons who signs the document or instead shall be executed by authentic act:
(2) Written consent to appointment by a registered agent.
J. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic or online transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically or online, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in R.S. 12:1-503.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-123: “A. Except as provided in Subsections B and C of this Section and in R.S. 12:1-124(C), a document accepted for filing is effective at one of the following:
(1) The date and time of its receipt for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of receipt.
(2) A later time, on the date of receipt, specified in the document as its effective time.
C. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be earlier than the first date and time that the document otherwise would have become effective under this Section or later than the ninetieth day after the date the document is received for filing by the secretary of state.
D. A document is accepted for filing when the secretary of state files the document as provided in R.S. 12:1-125(B).” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-124: “A. A domestic or foreign corporation may correct a document filed with the secretary of state if any of the following apply:
(1) The document contains an inaccuracy.
(2) The document was defectively signed, attested, sealed, verified, or acknowledged.
(3) The electronic transmission was defective.
B. A document is corrected by delivering to the secretary of state for filing articles of correction. The articles of correction shall do all of the following:
(1) Describe the document, including its filing date, or attach a copy of it to the articles.
(2) Specify the inaccuracy or defect to be corrected.
(3) Correct the inaccuracy or defect.
C. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-1442: “A. Subject to Subsection B of this Section, the secretary of state shall terminate the existence of a corporation if, according to the records of the secretary of state, the corporation has failed for ninety consecutive days to do either of the following:
(1) Comply with the requirements imposed by R.S. 12:1-501 concerning the continuous maintenance in this state of a registered office and registered agent.
(2) File an annual report as required by R.S. 12:1-1621.
B. The secretary of state shall give the corporation at least thirty days' written notice of the secretary's intention to terminate the corporation's existence under Subsection A of this Section. If the corporation eliminates the grounds for its termination before the end of the thirty-day notice period, the secretary of state shall not terminate the existence of the corporation.
C. The secretary of state terminates the existence of a corporation under this Section by filing a certificate of termination that states the grounds for termination.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 12:1-1621: “A. Each corporation shall deliver to the secretary of state for filing an annual report that sets forth all of the following information:
(1) The name of the corporation.
(2) The address of its registered office.
(3) The name and address of its registered agent.
(4) The address of its principal office.
(5) Names and business addresses of its directors and principal officers.
(6) The total number of issued shares, itemized by class and series, if any, within each class.
B. Information in the annual report must be current as of the date the annual report is signed on behalf of the corporation.
C. A corporation's annual report shall be delivered to the secretary of state each year on or before the anniversary of the date that the corporation was incorporated.” Louisiana Legislature (accessed 2026-10-02). - La. R.S. § 49:222(B)(1)(b), (e), (g), and (12): “(b) Seventy-five Ninety-five dollars for filing and recording corporation articles of incorporation, articles of amendment, articles of restatement, articles of domestication, articles of charter surrender, articles of nonprofit conversion, articles of nonprofit domestication and conversion, articles of dissolution, articles of revocation of dissolution, articles of reinstatement, articles of merger or share exchange, abandonment proceedings, simplified articles of termination, and articles of correction.
(e) Twenty-five Thirty dollars for a corporation's statement of change of registered agent or registered office, or both, the resignation of an agent or officer, appointment of a registered agent, change of domicile, appointment of new officers, directors, members, or managers, and change of address for agents, officers, directors, members, or managers.
(g) Thirty Thirty-five dollars for annual reports.
(12) Special fees.
(a) There shall be a fifty sixty-dollar fee for expedited "while you wait" service.
(b) There shall be a thirty thirty-five-dollar fee for expedited twenty-four-hour service.
Section 2. This Act shall become effective on October 1, 2026.” Louisiana Legislature (accessed 2026-10-02). - 2026 La. Acts No. 921 (HB 908): “(b) Seventy-five Ninety-five dollars for filing and recording corporation articles of incorporation, articles of amendment, articles of restatement, articles of domestication, articles of charter surrender, articles of nonprofit conversion, articles of nonprofit domestication and conversion, articles of dissolution, articles of revocation of dissolution, articles of reinstatement, articles of merger or share exchange, abandonment proceedings, simplified articles of termination, and articles of correction.
(e) Twenty-five Thirty dollars for a corporation's statement of change of registered agent or registered office, or both, the resignation of an agent or officer, appointment of a registered agent, change of domicile, appointment of new officers, directors, members, or managers, and change of address for agents, officers, directors, members, or managers.
(g) Thirty Thirty-five dollars for annual reports.
(12) Special fees.
(a) There shall be a fifty sixty-dollar fee for expedited "while you wait" service.
(b) There shall be a thirty thirty-five-dollar fee for expedited twenty-four-hour service.
Section 2. This Act shall become effective on October 1, 2026.” Louisiana Legislature (accessed 2026-10-02). - Louisiana Legislature HB 908 status and action history: “Current Status: Became law without the Governor's signature - Act 921 ... Effective date: 10/01/2026. ... Becomes Act No. 921 without the Governor's signature.” Louisiana Legislature (accessed 2026-10-02). - Louisiana Secretary of State, 2026 fee schedule: “Statement of Change-Louisiana Corporation $30” Louisiana Legislature (accessed 2026-10-02).
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