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Regular Session, 2012
SENATE BILL NO. 746 (Substitute of Senate Bill No. 547 by Senator Peacock)
BY SENATOR PEACOCK
LIMIT LIABILITY COMPANY. Provides relative to the manner of converting the state of
organization 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 the manner2
of converting the state of organization of domestic and foreign limited liability3
companies; to provide certain terms, conditions, procedures, requirements, and4
effects; to provide for the content and requirements for certain certificates; and to5
provide for related matters.6
Be it enacted by the Legislature of Louisiana:7
Section 1. R.S. 12:1308.3 is hereby enacted to read as follows:8
ยง1308.3. Conversion of state of organization9
A. Unless prohibited by the laws of the other state, a domestic limited10
liability company may convert its state of organization from this state to any11
other state, and a foreign limited liability company may convert its state of12
organization from any other state to this state.13
B. Such conversion may be made by a limited liability company only14
pursuant to this Section and only after authorization by a majority of the15
members, or by such larger vote as the articles of organization or an operating16
agreement may require.17 SB NO. 746
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C. The domestic or foreign limited liability company seeking conversion1
shall file with the Louisiana Secretary of State a written request for conversion2
of the state of organization. Such request shall contain all of the following:3
(1) The name of the limited liability company, which shall comply with4
the provisions of R.S. 12:1306.5
(2) The full name and municipal address of either each current manager6
of the limited liability company, if management of the limited liability company7
is vested in one or more managers, or of each of the current members, if8
management of the limited liability company is reserved to the members.9
(3) A statement as appropriate that the limited liability company is10
converting its state of organization from another named state to this state and11
is continuing its existence in and under the laws of this state, or is converting its12
state of organization from this state to another named state and is continuing13
its existence in and under the laws of such other named state.14
(4) A statement that a majority of the members, or such larger vote as15
the articles of organization or the operating agreement may require, has16
approved the conversion of the state of organization.17
(5) The manner and basis of converting the interests of the members of18
the limited liability company into the interests of the members in the converted19
limited liability company.20
(6) A statement that the limited liability company in changing its state21
of organization has complied with the laws and requirements of both the prior22
and new state of organization.23
(7) Any other provision, attachment, or exhibit, not inconsistent with24
law, that the members elect to set forth or include in the certificate of25
conversion.26
(8) If the limited liability company is converting its state of organization27
from another state to this state:28
(a) the location and municipal street address, if any, of the limited29 SB NO. 746
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liability company's registered office. An address consisting of a post office box1
alone is insufficient.2
(b) the location and municipal street address, if any, of each of the3
limited liability company's registered agents together with a notarized affidavit4
of acknowledgment and acceptance signed by each such agent. An address5
consisting of a post office box alone is insufficient.6
D. The request for conversion may be delivered to the secretary of state7
for filing as of any specified date, and, if specified upon such delivery, as of any8
given time on such date, within thirty days after the date of delivery.9
E. If the secretary of state finds that the request for conversion is in10
compliance with the provisions of this Section, and after all fees have been paid11
as required by law, the secretary of state shall record in his office the request12
for conversion and any attachments or exhibits thereto, after endorsing thereon13
the date and, if requested, the hour of filing. Thereafter, the secretary of state14
shall either issue to the limited liability company a certificate of conversion,15
reciting that such limited liability company has complied with the requirements16
of this state for converting its state of organization, or advise the limited liability17
company with reasons why it has denied the request for conversion.18
F. Upon receipt of the certificate of conversion from the secretary of19
state, and after compliance as applicable with the laws of the other state:20
(1) A domestic limited liability company converting its state of21
organization from this state to another state shall be deemed to be organized22
solely under the laws of such other state and no longer under the laws of this23
state. The limited liability company shall continue to exist without interruption24
in its organizational form. All rights, title, interests, obligations, and liabilities25
of the limited liability company shall continue in the limited liability company26
without impairment, diminution, or termination. Any proceeding pending by27
or against the limited liability company or its members or managers, in their28
capacities as such, may be continued by or against the limited liability company29 SB NO. 746
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without the need for substituting a new party to such proceeding as a result of1
any conversion of the state of organization as authorized in this Section. The2
limited liability company shall be deemed to have appointed the secretary of3
state in this state as its agent for service of process in any proceeding to enforce4
any liability or obligation against the limited liability company arising or5
existing prior to the effective time of the conversion of the state of organization.6
(2) A foreign limited liability company converting its state of7
organization from another state to this state shall be deemed to be organized8
solely under the laws of this state and no longer under the laws of such other9
state. The limited liability company shall continue to exist without interruption10
in its organizational form. All rights, title, interests, obligations, and liabilities11
of the limited liability company shall continue in the limited liability company12
without impairment, diminution, or termination. Any proceeding pending by13
or against the limited liability company or its members or managers, in their14
capacities as such, may be continued by or against the limited liability company15
without the need for substituting a new party to such proceeding as a result of16
a change of the state of organization authorized under this Section. The17
certificate of conversion issued by the Louisiana Secretary of State shall be18
conclusive evidence of the fact that the limited liability company has been duly19
organized under the laws of this state, except that in any proceeding brought by20
the state to annul, forfeit, or vacate a company's franchise, the certificate of21
conversion shall be only prima facie evidence of due organization.22
G. In addition to the other requirements of this Section, a domestic23
limited liability company converting its state of organization from this state to24
another state shall also file with the Louisiana Secretary of State a certified copy25
of the certificate of organization or other official certificate obtained by it from26
the other state evidencing the company's organization under the laws of such27
state. Such certified copy shall be filed with the Louisiana Secretary of State28
not later than thirty days after issuance of the official certificate evidencing the29 SB NO. 746
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company's organization under the laws of the other state.1
Section 2. The provisions of this act shall become effective on January 1, 2013.2
The original instrument and the following digest, which constitutes no part
of the legislative instrument, were prepared by Julie J. Baxter.
DIGEST
Proposed law, relative to limited liability companies, provides that any domestic limited
liability company may change its state of organization from this state to any other state, and
any foreign limited liability company may change its jurisdiction or organization from any
other state to this state, by filing a request for conversion and complying with the proposed
law, provided that such change is not prohibited or inconsistent with the laws of this state
(in the case of a domestic limited liability company) or the foreign state (in the case of a
foreign limited liability company).
Proposed law provides that such a change of the limited liability company's state of
organization may only be made pursuant to authorization thereof by a majority of its
members or by such larger vote as the articles of organization or an operating agreement
may require.
Proposed law further provides that a written request for conversion must include all of the
following:
1. The name of the limited liability company, which shall comply with the provisions
of R.S. 12:1306.
2. The full name and municipal address of each current manager of the limited liability
company, if the management of that limited liability company is vested in one or
more managers, or the full name of each of the current members, if management of
the limited liability company is reserved to the members.
3. A statement as appropriate that the limited liability company is converting its state
of organization from another named state to this state and is continuing its existence
in and under the laws of this state, or is converting its state of organization from this
state to another named state and is continuing its existence in and under the laws of
such other named state.
4. A statement that a majority of the members, or such larger vote as the articles of
organization or the operating agreement may require, has approved the conversion
of the state of organization.
5. The manner and basis of converting the interests of the members of the limited
liability company into the interests of the members in the converted limited liability
company.
6. A statement that the limited liability company in changing its state of organization
has complied with the laws and requirements of both the prior and new state of
organization.
7. Any other provision, attachment, or exhibit, not inconsistent with law, that the
members elect to set forth in the request for conversion.
8. If the limited liability company is converting its state of organization from another
state to this state: SB NO. 746
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(a) The location and municipal street address, if any, of the limited liability
company's registered office. An address consisting of a post office box alone
is insufficient.
(b)The location and municipal street address, if any, of each of the limited
liability company's registered agents together with a notarized affidavit of
acknowledgment and acceptance signed by each such agent. An address
consisting of a post office box alone is insufficient.
Proposed law further provides that the request for conversion may be delivered to the
secretary of state for filing as of any specified date, and may select a given time on the date
to be specified, as long as the date specified is within thirty days after the date of delivery.
Proposed law provides that if the secretary of state finds that the request for conversion is
in compliance with the proposed law, and after all fees have been paid as required by law,
the secretary of state shall record in his office the request for conversion and any attachments
or exhibits thereto, after endorsing thereon the date and, if requested, the hour of filing.
Thereafter the secretary of state shall either issue a certificate of conversion or advise the
limited liability company with reasons why it has denied the request for conversion.
Proposed law provides that upon receipt of the certificate of conversion from the secretary
of state, and after compliance as applicable with the laws of the other state:
1. A domestic limited liability company converting its state of organization to another
state shall be deemed to be organized solely under the laws of such other state and
no longer under the laws of this state. The limited liability company shall continue
to exist without interruption in its organizational form. All rights, title, interests,
obligations, and liabilities of the limited liability company shall continue in the
limited liability company without impairment, diminution, or termination. Any
proceeding pending by or against the limited liability company or its members or
managers, in their capacities as such, may be continued by or against the limited
liability company without the need for substituting a new party to such proceeding
as a result of any conversion of the state of organization. The limited liability
company shall be deemed to have appointed the secretary of state in this state as its
agent for service of process in any proceeding to enforce any liability or obligation
against the limited liability company arising or existing prior to the effective time of
the conversion of the state of organization.
2. A foreign limited liability company converting its state of organization from another
state to this state shall be deemed to be organized solely under the laws of this state
and no longer under the laws of such other state. The limited liability company shall
continue to exist without interruption in its organizational form. All rights, title,
interests, obligations, and liabilities of the limited liability company shall continue
in the limited liability company without impairment, diminution, or termination.
Any proceeding pending by or against the limited liability company or its members
or managers, in their capacities as such, may be continued by or against the limited
liability company without the need for substituting a new party to such proceeding
as a result of any conversion provided for herein. The certificate of conversion
issued by the Louisiana Secretary of State shall be conclusive evidence of the fact
that the limited liability 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 conversion shall be only prima facie evidence
of due organization.
Proposed law further provides that a domestic limited liability company converting its state
of organization from this state to another state shall also file with the Louisiana Secretary
of State a certified copy of the certificate of organization or other official certificate obtained
by it from the other state evidencing the company's organization under the laws of such state. SB NO. 746
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Such certified copy shall be filed with the Louisiana Secretary of State not later than 30 days
after issuance of the official certificate evidencing the company's organization under the
laws of the other state.
Effective January 1, 2013.
(Adds R.S. 12:1308.3)