RS 308 - Registered agent; registered office; principal business establishment; keeping of records by foreign corporation
A. Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state:
(1) At least one registered agent, which agent may be any of the following:
(a) An individual resident in this state whose business office is identical with the corporation's registered office.
(b) An individual attorney or a partnership which is authorized to practice law in this state.
(c) A domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which has a business office identical with such registered office, 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 both a certificate or amended certificate setting forth the names of at least two individuals in such office, each of whom is authorized to receive any process served on it as such agent and a notarized affidavit of acknowledgement and acceptance signed by each registered agent. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Section shall not be a defense to proper service of process on the corporation.
(2) A registered office, which may, but need not, be the same as its business office in this state.
B.(1) A foreign corporation authorized to transact business in this state may change its registered office, its registered agent, or its principal business establishment in this state, upon filing in the office of the secretary of state a statement setting forth:
(a) The name of the corporation.
(b) If the address of its registered office is to be changed, the address to which the registered office is to be changed.
(c) If its registered agent is to be changed, the name of its successor registered agent. Attached thereto shall be a notarized affidavit of acknowledgement and acceptance signed by the successor registered agent.
(d) If its registered agent is an individual or a corporation, that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(e) If the address of the principal business establishment is to be changed, the address to which such principal business establishment is to be changed.
(2) The statement shall be executed by the corporation by its president or a vice president, and acknowledged by him and delivered to the secretary of state. If only the address of the registered office is changed, the statement need only be executed by the registered agent. If the secretary of state finds that the statement conforms to the provisions of this Chapter, he shall file the statement in his office, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, as the case may be, shall become effective.
C. A similar statement executed by the registered agent shall be filed in like manner within thirty days after any change in the name of a corporate or partnership registered agent.
D. Any registered agent of a foreign corporation may resign as such agent upon filing a written notice of his resignation, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the corporation at its principal business office address. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. 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, under the procedure set forth in Subsection B of this Section, within thirty days after termination of the tenure of the former agent.
E. If the corporation's registered office should be vacated, a new office shall be designated, under the procedure set forth in Subsection B of this Section, within thirty days. If such designation is not made, the office of the secretary of state may thereafter be treated as the registered office of the corporation by any person other than the corporation itself.
F. Every corporation shall keep at its principal place of business in or outside the state, records in written form or in any other form capable of being converted into written form within a reasonable time, showing correct accounts of its properties and business transactions in this state. These records shall include accounts of its assets and liabilities, receipts and disbursements, and gains and losses and, if the corporation is engaged in this state in a business which will subject it to liability for state severance taxes, a complete account of all severances produced from its operations in this state. Such records may be in written form or in any other form capable of being converted into written form within a reasonable time.
G. The secretary of state may prescribe and furnish forms for filing the statement of change and agent resignation.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§24, 25, emerg. eff. June 18, 1970 at 5:05 P.M.; Acts 1974, No. 477, §3; Acts 1976, No. 458, §1; Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1987, No. 769, §1; Acts 2003, No. 366, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.