Louisiana: Corporation Reinstatement and Revival Requirements

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 change October 1

Current La. R.S. § 49:222 charges $75 for articles of reinstatement and $30 for an
annual report. The entity's total therefore includes the $75 articles charge plus
the $30 filing fee for every year required by § 12:1-1444(F)(2).

Enacted 2026 Act 921 changes those amounts on October 1, 2026. The articles
charge becomes $95 and each annual-report fee becomes $35. Optional expedited
service also changes: the current $50 while-you-wait and $30 24-hour charges
become $60 and $35, respectively.

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 $75 articles charge is not the total. Add a $30 annual-report filing fee
  for every intervening year required by the statute.
• The fee changes during 2026. Filings on or after October 1 use $95 for the
  articles, $35 for each annual report, and the higher expedite charges.
• 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 2026-08-17).
• La. R.S. § 12:1-1443 — termination's effective date and limited remaining
  juridical personality. Louisiana Legislature
  (accessed 2026-08-17).
• La. R.S. § 12:1-1444 — eligibility, five-year deadline, approval, filing,
  signatures, annual-report fees, error correction, and retroactive effect.
  Louisiana Legislature
  (accessed 2026-08-17).
• La. R.S. § 12:1-1621 — annual-report contents and anniversary deadline.
  Louisiana Legislature
  (accessed 2026-08-17).
• La. R.S. § 12:1-402(C) — five-year post-termination name reservation.
  Louisiana Legislature
  (accessed 2026-08-17).
• La. R.S. §§ 12:1-122 and 49:222 — current articles, annual-report, and
  expedite fees. Louisiana Legislature
  (accessed 2026-08-17).
• 2026 La. Acts No. 921 — October 1, 2026 fee increases. Official enrolled
  act (accessed
  2026-08-17).