Corporation Reinstatement and Revival Requirements in Louisiana

At a glance

Requirements one by one

Confirm that the record shows administrative termination

Louisiana does not label this status administrative dissolution. Under La. R.S. § 12:1-1442, the Secretary of State may administratively terminate a corporation that has failed for 90 consecutive days to maintain its registered office and agent or to file the required annual report. The office must give at least 30 days' written notice, and timely elimination of the ground prevents termination.

Once the certificate of termination takes effect, juridical personality ends except for the limited purposes listed in § 12:1-1443, including existing proceedings, undistributed assets and obligations, and board-authorized disposal of immovable property. Reinstatement is one statutory route out of termination.

The outside deadline is five years

Section 12:1-1444 requires delivery of the articles no later than five years after the effective articles or certificate of termination. A corporation dissolved by a judgment of dissolution is not eligible.

The corporate name remains reserved by operation of law for that same five-year period under § 12:1-402(C). The name-hold period therefore does not expire before the ordinary statutory reinstatement deadline.

Administrative termination has two approval choices

For a § 12:1-1442 administrative termination, the articles may be approved by a director or officer listed in the last annual report before termination. The alternative is a director elected by the shareholders after that report, whether the election occurred before or after termination.

An eligible officer or director signs both the articles of reinstatement and the annual report. Section 12:1-1444 does not state a notarization, acknowledgment, oath, or perjury declaration for those documents.

File the articles, annual report, and agent consent together

The articles state the corporation's name, that the administrative-termination approval route in § 12:1-1444(B) was followed, and that the corporation is reinstated retroactively as though it had never been terminated.

The accompanying annual report supplies the registered office, registered agent, principal office, directors and principal officers, and issued shares by class and series. The named registered agent must sign a written consent to appointment.

The statute requires payment of an annual-report filing fee for every year between the corporation's last annual report and the reinstatement year. It does not state that a Department of Revenue tax-clearance certificate accompanies the filing.

The fixed and annual-report fees

La. R.S. § 49:222, as amended by 2026 Act 921 effective October 1, 2026, charges $95 for articles of reinstatement and $35 for an annual report. The total includes the articles fee plus a report fee for every chargeable year required by § 12:1-1444(F)(2). La. R.S. § 12:1-122 directs the Secretary of State to collect the § 49:222 filing fee when the document is delivered. Optional expedited service costs $60 for while-you-wait handling or $35 for 24-hour handling.

Reinstatement restores existence retroactively

When the Secretary of State files the articles or a certificate of reinstatement, corporate existence returns retroactively and continues as if termination never occurred. An administrative termination caused solely by an unprompted error in the Secretary's records has a separate certificate-of-reinstatement route under § 12:1-1444(G).

The reinstatement section states no separate exception for a third party that relied on the termination. Its retroactive rule does not independently decide a separate tax, licensing, insurance, contract, litigation, limitations, or foreign- qualification issue.

What trips people up

• The status is termination, not dissolution. Use the effective certificate of termination to calculate the five-year deadline.
• The $95 articles charge is not the total. Add a $35 annual-report filing fee for every intervening year required by the statute.
• The online fee statute still shows old figures. Its $75 articles and $30 report amounts predate Act 921, which took effect October 1, 2026.
• The agent must consent. The annual report must include written appointment consent signed by the registered agent named in it.

Common questions

Must the corporation file a separate annual report for every missed year? Section 12:1-1444 requires delivery of “an annual report,” but it separately requires payment of the annual-report filing fee for each year between the last report and the reinstatement year.

Who can approve after an administrative termination? A director or officer listed in the last pre-termination annual report, or a director later elected by the shareholders.

What if the Secretary's own record error caused the termination? If the error was not caused by the corporation, § 12:1-1444(G) directs the Secretary to file a certificate stating the error and reinstating the corporation retroactively.

Statutes and sources

• La. R.S. § 12:1-1442 — 90-day defaults, notice, cure, and administrative termination. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 12:1-1443 — termination's effective date and limited remaining juridical personality. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 12:1-1444 — eligibility, five-year deadline, approval, filing, signatures, annual-report fees, error correction, and retroactive effect. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 12:1-1621 — annual-report contents and anniversary deadline. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 12:1-402(C) — five-year post-termination name reservation. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 12:1-122 — payment on filing delivery. Louisiana Legislature (accessed 2026-10-02).
• La. R.S. § 49:222 — online compilation of former articles, annual-report, and expedite fees. Louisiana Legislature (accessed 2026-10-02).
• 2026 La. Acts No. 921 — current fees effective October 1, 2026. Official enrolled act (accessed 2026-10-02).
• Louisiana Secretary of State fee schedule — $95 reinstatement articles and $35 annual reports. Official fee schedule (accessed 2026-10-02).