Foreign Qualification Application - Preparation Worksheet - Louisiana

Louisiana Foreign Corporation Authority Worksheet

Purpose and Scope

Use this worksheet to collect information for the Louisiana Secretary of State's current Form 326, Application for Authority to Transact Business in Louisiana — Foreign Corporation. It is not a substitute for the official form.

This worksheet covers foreign business and nonprofit corporations. It does not cover a foreign LLC, partnership, or LLP, each of which uses a different filing and fee.

La. R.S. 12:301 requires a foreign corporation to obtain a certificate of authority before transacting business in Louisiana.

Part 1 — Is Authority Required?

Describe the corporation's proposed or existing Louisiana activities: [________________________________]

La. R.S. 12:302 lists activities that, standing alone, do not require a certificate under this chapter. They include:

• maintaining or defending a proceeding, arbitration, settlement, claim, or dispute;
• conducting internal-affairs activities;
• maintaining bank accounts or securities-transfer facilities;
• soliciting orders that require acceptance outside Louisiana;
• creating debt, mortgages, or liens;
• securing or collecting debts and enforcing property rights;
• transacting interstate or foreign commerce;
• completing an isolated transaction within 30 days outside a course of repeated like transactions; and
• acquiring or disposing of property outside regular business activity.

☐ Obtain legal review before relying on an exception. Section 12:302 does not exclude every possible tax, licensing, service-of-process, or regulatory consequence.

Part 2 — Filing Route and Fees

Corporation type:

☐ Business corporation

☐ Nonprofit corporation

Application type:

☐ Original application

☐ Amended application

Current filing fee on July 22, 2026: $125.

The Secretary of State has published a fee increase effective October 1, 2026. On and after that date, the published Form 326 fee is $155. Confirm the fee applicable on the actual submission date.

Current optional handling charges are $30 for 24-hour expedite and $50 for priority/waiting service. The published October 1, 2026 schedule increases those charges to $35 and $60, respectively.

☐ Download a fresh copy of Form 326 immediately before filing.

☐ Determine whether the filing must be made online through geauxBIZ under the Secretary's parish-based electronic-filing instructions.

Part 3 — Corporation and Office Information

La. R.S. 12:304 and current Form 326 require the following information.

Failure to include the federal taxpayer identification number does not invalidate the application or permit its rejection under La. R.S. 12:304(A)(1). Treat the number as sensitive even though filed business records may be public.

If the corporation has no Louisiana principal business establishment, § 12:304(A)(4) treats the registered agent's address as that establishment's address.

Current Form 326 does not request the incorporation date, corporate duration, authorized shares, par value, a delayed effective date, or a board resolution.

Part 4 — Name Review

☐ Confirm that the legal name contains a permitted corporate designator or add an allowed designator for Louisiana use.

☐ Search the Secretary of State's records for distinguishability.

Under La. R.S. 12:303, a foreign corporation may add a distinguishing term to its name for Louisiana use if needed. The distinguishing term may not include “doing business as” or “d/b/a.”

If an authorized foreign corporation later changes to a name that would not qualify under § 12:303, its authority is suspended until it adopts an available name or adds a distinguishing term for Louisiana use.

Part 5 — Business Authority and State Contracts

La. R.S. 12:304(A)(5) requires a nature-of-business statement only if the corporation proposes to limit its Louisiana authority rather than transact every kind of business its charter permits.

☐ Corporation seeks authority for every business its charter permits.

☐ Corporation seeks authority limited to: [________________________________]

If the corporation contracts with the State of Louisiana, § 12:304(A)(11) may require a separate acknowledged ownership-and-voting-interest statement identifying holders of at least five percent. The provision excludes publicly traded corporations and state contracts for electric or gas service.

☐ No covered state contract identified.

☐ Covered state contract identified; prepare the Secretary's required disclosure with counsel.

Part 6 — Registered Agent and Acceptance

La. R.S. 12:308 requires the corporation continuously to maintain a Louisiana registered agent and registered office. The permitted agent categories include:

• an individual Louisiana resident whose business office is identical to the registered office;
• a Louisiana-authorized individual attorney or law partnership; or
• a qualifying domestic or authorized foreign corporation or LLC permitted to act as an agent.

Current Form 326 includes an Agent's Acceptance and Acknowledgement of Appointment. The registered agent signs the acceptance, and that signature is sworn before a notary.

Part 7 — Directors, Officers, and Professional Names

List the names and complete street addresses of the corporation's directors and officers. Attach an addendum if the form does not provide enough space.

If the corporate name includes “engineer,” “engineering,” “surveyor,” or “surveying,” La. R.S. 12:304(C)(2) requires satisfactory evidence that written notice reached the Louisiana Professional Engineering and Land Surveying Board at least 10 days before issuance, unless the application includes the board's written waiver.

☐ No covered professional term appears in the name.

☐ Provide the required board notice evidence or waiver.

Part 8 — Existence Certificate and Execution

Attach a certificate of corporate existence or certificate of good standing from an authorized official in the incorporation jurisdiction. Under La. R.S. 12:304(C)(1), it must:

• bear an original signature;
• be dated within 90 days of submission; and
• not be replaced by a certified copy of the corporation's articles or certificate of incorporation.

Current law calls for two application copies, or three for a banking corporation. Confirm whether electronic filing changes the mechanics for the selected filing route.

Form 326 must be signed for the corporation by any officer before a notary public.

Part 9 — Submission Checklist

☐ Current Form 326 used

☐ Business or nonprofit status selected

☐ Original or amended application selected

☐ Exact legal and any prior name entered

☐ Required office and establishment street addresses entered

☐ Registered agent and office entered

☐ Nature of business entered only if authority will be limited

☐ All directors and officers listed with complete addresses

☐ State-contract disclosure prepared, if applicable

☐ Professional-board notice or waiver included, if applicable

☐ Existence or good-standing certificate meets the 90-day and signature rules

☐ Officer and agent signatures notarized

☐ Correct number of copies or online workflow confirmed

☐ Fee and optional handling charge confirmed for the filing date

Part 10 — Annual Report and Records

La. R.S. 12:309 requires a foreign corporation's annual report on or before the anniversary date of qualification. The first report is due on that anniversary in the calendar year after the year in which the certificate of authority was issued.

Current annual-report fee: $30. The Secretary's published fee schedule increases it to $35 effective October 1, 2026.

Under La. R.S. 12:308(F), the corporation must keep at its principal place of business, inside or outside Louisiana, records capable of conversion to writing that correctly show its Louisiana property and business transactions, including assets, liabilities, receipts, disbursements, gains, and losses.

Part 11 — Changes After Qualification

Do not apply a blanket 30-day amendment deadline to every change. The deadline attaches to the specific events identified by statute.

Part 12 — Withdrawal

A foreign corporation may seek a certificate of withdrawal under La. R.S. 12:312 using current Form 338.

The application states that the corporation:

• is no longer transacting business in Louisiana;
• surrenders its authority;
• revokes its registered agent's authority;
• consents to service through the Secretary of State for causes connected with its authorized-period Louisiana business; and
• provides an address for forwarding process.

An officer signs before a notary. The Secretary issues the certificate only after required fees, charges, taxes, unemployment contributions, penalties, and interest have been paid and the required agency clearances are evidenced. Current Form 338 states that the Secretary's office requests the revenue and employment-security certificates.

Current corporation withdrawal fee: $125. The published fee becomes $155 effective October 1, 2026.

Part 13 — Revocation and Unauthorized Business

La. R.S. 12:313 permits suspension or revocation for specified failures, including a delinquent annual report or payment, failure to maintain an agent or office, failure to maintain required records, an unfiled required change, a material misrepresentation, abuse of authority, or dissolution. The Secretary must generally give at least 60 days' written notice and an opportunity to correct before revocation.

Under La. R.S. 12:314, an unqualified foreign corporation transacting business may not present a judicial demand in a Louisiana court until authorized. Nonqualification does not invalidate its contracts or acts and does not prevent it from defending an action. The corporation also remains liable for the fees, taxes, and penalties that would have applied during the unauthorized period.

The statutory filing does not create a Louisiana business-court forum clause, arbitration agreement, jury waiver, indemnity, liability cap, or private default regime.

Sources and References

• La. R.S. 12:301 — Condition precedent
• La. R.S. 12:302 — Activities not considered transacting business
• La. R.S. 12:303 — Foreign corporation name
• La. R.S. 12:304 — Application for certificate of authority
• La. R.S. 12:305 — Issuance of authority
• La. R.S. 12:306 — Effect of authority
• La. R.S. 12:307 — Amended certificate
• La. R.S. 12:307.1 — Certificate of correction
• La. R.S. 12:308 — Agent, office, and records
• La. R.S. 12:309 — Annual report
• La. R.S. 12:310 — Corporate name change
• La. R.S. 12:311 — Merger, consolidation, or dissolution
• La. R.S. 12:312 — Withdrawal
• La. R.S. 12:313 — Revocation
• La. R.S. 12:314 — Unauthorized business
• Louisiana Secretary of State Form 326 — Foreign Corporation Application (rev. 01/2024)
• Louisiana Secretary of State Form 338 — Foreign Corporation/LLC Withdrawal (rev. 01/2024)
• Louisiana Secretary of State — Current forms and fee schedule
• Louisiana Secretary of State — Fee schedule effective October 1, 2026

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