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Regular Session, 2012
SENATE BILL NO. 547
BY SENATOR PEACOCK
LIMIT LIABILITY COMPANY. Provides for change in jurisdiction of domestic and
foreign limited liability companies. (1/1/13)
AN ACT1
To enact R.S. 12:1308.3, relative to limited liability companies; to provide for change in the2
jurisdiction of domestic and foreign companies; and to provide for related matters.3
Be it enacted by the Legislature of Louisiana:4
Section 1. R.S. 12:1308.3 is hereby enacted to read as follows: 5
ยง1308.3. Change of jurisdiction of organization6
A. Any limited liability company may change its state of organization7
from this state to, and any foreign limited liability company may change its8
jurisdiction of organization to this state from, any other jurisdiction the laws of9
which authorize such a change.10
B.(1) Such a change may be made by a limited liability company only11
pursuant to authorization thereof by a majority of the voting power present, or12
by such larger vote as the articles may require, at an annual or special meeting13
of members, the notice of which set forth consideration of such action as a14
purpose of the meeting.15
(2) There shall be filed with the secretary of state a certificate as to such16
authorization by the members, signed by a manager of the company, if its17 SB NO. 547
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management is vested in one or more managers, or a member of the company,1
if its management is reserved to the members and acknowledged by the2
manager or member who signed it. The certificate may be delivered to the3
secretary of state for filing as of any specified date, and, if specified upon such4
delivery, as of any given time on such date, within thirty days after the date of5
delivery.6
(3) When all taxes, fees and charges have been paid as required by law,7
the secretary of state shall record the certificate in his office, endorse thereon8
the date and, if requested, the hour of the filing thereof with him, and issue to9
the company a certificate reciting that it has taken all action required under the10
laws of this state to change its state of organization to such other jurisdiction.11
(4) A multiple original of the certificate issued by the secretary of state,12
or a copy certified by the secretary of state, shall thereafter be filed for record13
in the office of the recorder of mortgages of the parish in which the registered14
office of the company is located.15
(5) The company shall, when compliance has been had with the16
applicable requirements of the laws of such other jurisdiction, be deemed to be17
organized solely under the laws of such other jurisdiction and no longer under18
the laws of this state.19
(6) Officially certified copies of the certificate of organization or other20
official certificate evidencing the company's organization under the laws of such21
other jurisdiction shall be filed with the secretary of state and in the office of the22
recorder of mortgages of the parish in which the registered office of the23
company was last located.24
C.(1) Such a change may be made by a foreign limited liability company25
by filing with the secretary of state:26
(a) A copy of its original or restated articles or certificate of27
organization and all amendments thereto subsequent to the latest restatement,28
which articles or certificate as amended or restated shall comply in substance29 SB NO. 547
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with the provisions of R.S. 12:1302-1306.1
(b) The initial report prescribed by R.S. 12:1305, except that it may be2
signed by a manager of the company, if its management is vested in one or more3
managers, or a member of the company, if its management is reserved to the4
members, and shall set forth the names and addresses of each manager, if5
management of the company is vested in one or more managers, or each6
member, if management of the company is reserved to the members.7
(c) An application for organization under this Chapter, signed by a8
manager of the company, if its management is vested in one or more managers,9
or a member of the company, if its management is reserved to the members,10
and acknowledged by the manager or member who signed it, setting forth the11
jurisdiction under the laws of which it is organized.12
(d) A certificate by the secretary of state or other proper officer of the13
jurisdiction in which the company is organized, reciting that the company has14
taken all action required under the laws of such jurisdiction to become a15
company organized under the laws of this state.16
(2) These documents may be delivered to the secretary of state for filing17
as of any specified date, and, if specified upon such delivery, as of any given18
time on such date, within thirty days after the date of delivery. When all taxes,19
fees and charges have been paid as required by law, the secretary of state shall20
record such documents in his office, endorse on each the date and, if requested,21
the hour of filing thereof with him, and issue a certificate of organization of the22
company under the laws of this state, which shall show the date and, if endorsed23
on such documents, the hour of filing of such documents with him.24
(3) The certificate of organization shall be conclusive evidence of the fact25
that the company has been duly organized under the laws of this state, except26
that in any proceeding brought by the state to annul, forfeit, or vacate a27
company's franchise, the certificate of organization shall be only prima facie28
evidence of due organization.29 SB NO. 547
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(4) Effective as of the time of filing such documents with the secretary1
of state, the company shall be deemed to be organized solely under the laws of2
this state and no longer under the laws of such other jurisdiction.3
(5) Multiple originals, or copies certified by the secretary of state, of4
such documents filed with the secretary of state, with a copy of the certificate5
of organization, shall thereafter be filed for record in the office of the recorder6
of mortgages of the parish in which the registered office of the company is7
located. A copy of the certificate of organization, certified by the secretary of8
state, shall be filed as required by the laws of such other jurisdiction.9
Section 2. This Act shall become effective on January 1, 2013.10
The original instrument and the following digest, which constitutes no part
of the legislative instrument, were prepared by Jerry J. Guillot.
DIGEST
Proposed law, relative to limited liability companies, provides that any company may change
its state of organization from this state to, and any foreign company may change its
jurisdiction of organization to this state from, any other jurisdiction the laws of which
authorize such a change.
Provides that such a change may be made by a Louisiana company only pursuant to
authorization thereof by a majority of the voting power present, or by such larger vote as the
articles may require, at an annual or special meeting of members, the notice of which set
forth consideration of such action as a purpose of the meeting.
Requires there be filed with the secretary of state a certificate as to such authorization by the
members, signed by a manager of the company, if its management is vested in one or more
managers, or a member of the company, if its management is reserved to the members and
acknowledged by the manager or member who signed it. Provides that the certificate 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 30 days after the date of delivery.
Requires that when all taxes, fees and charges have been paid as required by law, the
secretary of state record the certificate in his office, endorse thereon the date and, if
requested, the hour of the filing thereof with him, and issue to the company a certificate
reciting that it has taken all action required under the laws of this state to change its state of
organization to such other jurisdiction.
Requires that a multiple original, or certified copy, of the certificate be filed for record in the
office of the recorder of mortgages of the parish in which the registered office of the
company is located.
Provides that the company, when compliance has been had with the applicable requirements
of the laws of such other jurisdiction, be deemed to be organized solely under the laws of
such other jurisdiction and no longer under the laws of this state.
Requires that certified copies of the certificate of organization or other official certificate SB NO. 547
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evidencing the company's organization under the laws of such other jurisdiction be filed with
the secretary of state and in the office of the recorder of mortgages of the parish in which the
registered office of the company was last located.
With respect to a foreign company, provides that such a change may be made by filing with
the secretary of state:
1. A copy of its original or restated articles or certificate of organization and all
amendments thereto subsequent to the latest restatement, which articles or certificate
as amended or restated shall comply in substance with state law.
2. The initial report as required by law, except that it may be signed by a manager of
the company, if its management is vested in one or more managers, or a member of
the company, if its management is reserved to the members, and shall set forth the
names and addresses of each manager, if management of the company is vested in
one or more managers, or each member, if management of the company is reserved
to the members.
3.An application for organization, signed by a manager of the company, if its
management is vested in one or more managers, or a member of the company, if its
management is reserved to the members, and acknowledged by the manager or
member who signed it, setting forth the jurisdiction under the laws of which it is
organized.
4. A certificate by the secretary of state or other proper officer of the jurisdiction in
which the company is organized, reciting that the company has taken all action
required under the laws of such jurisdiction to become a company organized under
the laws of this state.
Provides that these documents 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
30 days after the date of delivery. When all taxes, fees and charges have been paid as
required by law, the secretary of state shall record such documents in his office, endorse on
each the date and, if requested, the hour of filing thereof with him, and issue a certificate of
organization of the company under the laws of this state, which shall show the date and, if
endorsed on such documents, the hour of filing of such documents with him.
Provides that the certificate of organization shall be conclusive evidence that the company
has been duly organized under the laws of this state, except that in any proceeding brought
by the state to annul, forfeit, or vacate a company's franchise, the certificate of organization
shall be only prima facie evidence of due organization.
Provides that, effective as of the time of filing such documents with the secretary of state,
the company shall be deemed to be organized solely under the laws of this state and no
longer under the laws of such other jurisdiction.
Provides that multiple originals, or copies certified by the secretary of state, of such
documents filed with the secretary of state, with a copy of the certificate of organization,
shall thereafter be filed for record in the office of the recorder of mortgages of the parish in
which the registered office of the company is located. Requires that a certified copy of the
certificate of organization be filed as required by the laws of such other jurisdiction.
Effective January 1, 2013.
(Adds R.S. 12:1308.3)