Nonprofit Corporation Administrative Dissolution and Reinstatement in Louisiana

At a glance

Requirements one by one

Grounds, notice, and revocation

La. R.S. § 12:205.1(A) makes the annual report due by each incorporation anniversary. Under § 12:262.1(A), the secretary of state shall revoke the articles and franchise after three consecutive years without a report, or 180 consecutive days without both a designated, maintained registered office and agent under § 12:236. Section 12:262.1(D) requires written notice by U.S. mail at least 30 days before revocation, addressed to the last recorded agent at the agent's last known address, or to the corporation at its registered office if no agent is recorded. Under subsection (C), good standing before revocation stops it.

Restoration and name

Section 12:262.1(E)(1) requires an officer-signed and acknowledged reinstatement application, current annual report, and reinstatement fee within three years after effective revocation. If a liquidation or receivership suit was filed when the corporation applies, it must also file the secretary-certified unanimous written consent of all shareholders. Under subsection (E)(2), the secretary issues duplicate certificates; the corporation files one with the clerk of court, or in Orleans Parish with the recorder of mortgages and register of conveyances. Reinstatement relates back as though revocation never occurred. After three years, subsection (E)(3) still permits the same procedure if the old name remains available; otherwise the corporation files a name amendment under § 12:238.

What trips people up

The three-year period in § 12:262.1(E) is not an absolute reinstatement cutoff. Subsection (E)(3) protects the name for three years and then makes name availability decisive. Section 49:222(B)(2)(a), as amended by 2026 La. Acts No. 921, sets the reinstatement-proceedings fee at $95 effective October 1, 2026 under § 2. The unchanged annual-report fee is $10 under § 49:222(B)(2)(d).

Common questions

Can a revoked corporation still sell its property? Yes. Section 12:262.1(G) preserves claims against it and recourse to its property, and expressly permits a property sale despite revocation.

Does a church face the same revocation rule? Section 12:262.1(H) exempts a church that belongs to and is in good standing with a statewide church association. Section 12:205.1(C) also exempts a church from the annual-report filing fee.

Is late filing enough to affect state contracts before revocation? Under § 12:262.1(F), a corporation more than 12 months late on its annual report is not in good standing and may not engage in commercial operations with the state; a contract may be declared null and void by the named state body.

Statutes and sources

• La. R.S. § 12:262.1: “§262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation. B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds: (1) The corporate franchise was procured through fraud practiced upon the state. (2) The corporation has continued to abuse authority conferred upon it. (3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter. C. The corporation shall not be revoked if the corporation places itself in good standing. D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent's last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office. E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. The secretary of state may prescribe and furnish forms for the reinstatement and annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation's secretary to contain the signatures of all of the shareholders, shall also be filed with the application for reinstatement. (2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation's secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred. (3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238. F.(1) As used in this Subsection, the phrase "not in good standing" means any corporation which is more than twelve months delinquent in filing an annual report. (2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration. G. Any revocation of a corporation's articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred. H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section.” Official source (accessed 2026-10-02).
• La. R.S. § 12:205.1: “§205.1. Annual report to secretary of state A. On or before the anniversary date each year of the corporation, an officer or director of each corporation shall make and sign in its name a report to the secretary of state, stating: (1) The post office address and the municipal address or location, which shall not be a post office box only, of its registered office. (2) The name and post office address and municipal address or location, which shall not be a post office box only, of each registered agent. (3) The names and municipal address, which shall not be a post office box only, of all of its directors and officers, and when the term of each expires. (4) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the report. B. The secretary of state may prescribe and furnish forms for filing the annual report. C. Each corporation, except a church, shall pay a filing fee as provided in R.S. 49:222 at the time of filing such report. No church shall be required to pay the fee. D.(1) A church which is a member of and in good standing with a statewide church association may file such report through the association. The association shall then furnish the required information to the secretary of state. In lieu of submitting the information on a form supplied by the secretary of state, the association may submit a roster of information, provided that the roster contains the required information. (2) A church which is a member of and in good standing with a statewide church association shall not be subject to the penalties otherwise applicable to corporations pursuant to this Title for failure to file annual reports.” Official source (accessed 2026-10-02).
• La. R.S. § 12:236: “§236. Registered office and agent A. Every corporation shall continuously maintain an office in this state, to be known as its registered office. The location and post office address of the original registered office shall be stated in the articles, as provided in R.S. 12:203. B. After incorporation, a change in the location of the registered office may be authorized at any time by the board of directors. Within thirty days after the change is made, notice of the change, and of the address of the new registered office, shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located. If the registered office should be vacated by the corporation, a new registered office shall be designated by the board, and notice of the change and of the post office address of the new office shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located, within thirty days. The designation of a registered office shall remain effective until a change is made therein, and notice of the change is filed in the manner hereinabove provided; except that if no notice of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the corporation itself. If the registered office is changed from one parish to another, the notice of change shall be filed with the recorder of mortgages of both the parish from which, and that to which, the registered office is removed. The registered office shall be considered the domicile of the corporation for all purposes. C.(1)(a) Every corporation shall continuously maintain in this state at least one registered agent, which agent may be any of the following: (i) An individual who is a resident of this state. (ii) A partnership which is authorized to practice law in this state. (iii) A business corporation, limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a corporation for service of process, and which has on file with the secretary of state a certificate or amended certificate setting forth the names 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) Legal process and other notices or demands may be served on the corporation by service upon this agent and if the agent is a partnership, upon any partner. (2) The full name and address of the agent shall be stated in the articles, as provided in R.S. 12:203, and a notarized affidavit of acknowledgement and acceptance signed by each such agent shall be attached thereto. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Subsection shall not be a defense to proper service of process on the corporation. The address of the registered agent in this state may be changed by filing with the secretary of state, by either the corporation or the agent, of written notice of such change, a copy of which shall also be filed with the recorder of mortgages of the parish of the corporation's domicile. Notice of change of the name of a corporate or partnership registered agent shall be filed in like manner within thirty days after the change. (3) A registered agent may resign, but such resignation shall be effective only when written notice thereof has been given to the corporation, the secretary of state, and the recorder of mortgages of the parish in which the registered office is located. If the registered agent resigns, or if for any other reason the corporation ceases to maintain a registered agent, a successor agent shall be appointed by the board of directors within thirty days after the resignation or other event which terminated the tenure of the former agent. The full name and municipal street address of the successor agent shall be certified in writing signed in the name of the corporation by an officer of the corporation, and shall be filed with the secretary of state and the recorder of mortgages. Upon compliance with the foregoing provisions, including the requirement of a notarized affidavit of acceptance, the successor agent shall be vested with the powers of the agent succeeded. D. The secretary of state and each recorder of mortgages shall keep in their respective offices, for public inspection, a permanent record of registered offices and agents, showing all changes therein and the date of each change. E. In addition to the procedures contained in Subsections B and C of this Section, a corporation may change the name of its registered agent or the location of its registered office by including such change in the annual report required by R.S. 12:205.1. When a change in address or location is made pursuant to this Subsection, the corporation shall cause notice of such change to be recorded in the office of the recorder of mortgages of the parish in which the new registered office is located, as well as in the office of the recorder of mortgages of the parish from which the registered office was changed. F. The secretary of state may prescribe and furnish forms for filing the notice of change and agent resignation.” Official source (accessed 2026-10-02).
• La. R.S. § 12:238: “§238. Articles of amendment; contents; filing A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members of each class or series, and containing such recitals as may be required by R.S. 12:240, shall be executed in the corporation's name by an officer of the corporation. The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act. B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state for filing, as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution. C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.” Official source (accessed 2026-10-02).
• La. R.S. § 49:222: “(d) Ten dollars for annual reports.” Official source (accessed 2026-10-02).
• La. R.S. § 12:266: “§266. Scope of Chapter This Chapter does not apply to: (1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration; (2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3; (3) Any corporation transacting any type of insurance business; or (4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.” Official source (accessed 2026-10-02).
• La. R.S. § 49:222(B)(2)(a), as amended by 2026 La. Acts No. 921, § 1: “Ninety-five dollars for filing and recording articles of incorporation, amended articles of incorporation, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, merger proceedings, conversions, and certificates of correction.” Official source (accessed 2026-10-02).
• 2026 La. Acts No. 921, § 2: “Section 2. This Act shall become effective on October 1, 2026.” Official source (accessed 2026-10-02).
• Louisiana Secretary of State, 2026 fee schedule: “Articles of Reinstatement $95” Official source (accessed 2026-10-02).