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Regular Session, 2012 ENROLLED
SENATE BILL NO. 746 (Substitute of Senate Bill No. 547 by Senator Peacock)
BY SENATOR PEACOCK
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
C. The domestic or foreign limited liability company seeking conversion18
shall file with the Louisiana Secretary of State a written request for conversion19
of the state of organization. Such request shall contain all of the following:20
(1) The name of the limited liability company, which shall comply with21
the provisions of R.S. 12:1306.22
(2) The full name and municipal address of either each current manager23
of the limited liability company, if management of the limited liability company24
is vested in one or more managers, or of each of the current members, if25
management of the limited liability company is reserved to the members.26
ACT No. 476 SB NO. 746 ENROLLED
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(3) A statement, as appropriate, that the limited liability company is1
converting its state of organization from another named state to this state and2
is continuing its existence in and under the laws of this state, or is converting its3
state of organization from this state to another named state and is continuing4
its existence in and under the laws of such other named state.5
(4) A statement that a majority of the members, or such larger vote as6
the articles of organization or the operating agreement may require, has7
approved the conversion of the state of organization.8
(5) The manner and basis of converting the interests of the members of9
the limited liability company into the interests of the members in the converted10
limited liability company.11
(6) A statement that the limited liability company, in changing its state12
of organization, has complied with the laws and requirements of both the prior13
and new state of organization.14
(7) Any other provision, attachment, or exhibit, not inconsistent with15
law, that the members elect to set forth or include in the certificate of16
conversion.17
(8) If the limited liability company is converting its state of organization18
from another state to this state:19
(a) the location and municipal street address, if any, of the limited20
liability company's registered office. An address consisting of a post office box21
alone is insufficient.22
(b) the location and municipal street address, if any, of each of the23
limited liability company's registered agents, together with a notarized affidavit24
of acknowledgment and acceptance signed by each such agent. An address25
consisting of a post office box alone is insufficient.26
D. The request for conversion may be delivered to the secretary of state27
for filing as of any specified date, and, if specified upon such delivery, as of any28
given time on such date, within thirty days after the date of delivery.29
E. If the secretary of state finds that the request for conversion is in30 SB NO. 746 ENROLLED
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compliance with the provisions of this Section, and after all fees have been paid1
as required by law, the secretary of state shall record in his office the request2
for conversion and any attachments or exhibits thereto, after endorsing thereon3
the date and, if requested, the hour of filing. Thereafter, the secretary of state4
shall either issue to the limited liability company a certificate of conversion,5
reciting that such limited liability company has complied with the requirements6
of this state for converting its state of organization, or advise the limited liability7
company with reasons why it has denied the request for conversion.8
F. Upon receipt of the certificate of conversion from the secretary of9
state, and after compliance as applicable with the laws of the other state:10
(1) A domestic limited liability company converting its state of11
organization from this state to another state shall be deemed to be organized12
solely under the laws of such other state and no longer under the laws of this13
state. The limited liability company shall continue to exist without interruption14
in its organizational form. All rights, title, interests, obligations, and liabilities15
of the limited liability company shall continue in the limited liability company16
without impairment, diminution, or termination. Any proceeding pending by17
or against the limited liability company or its members or managers, in their18
capacities as such, may be continued by or against the limited liability company19
without the need for substituting a new party to such proceeding as a result of20
any conversion of the state of organization as authorized in this Section. The21
limited liability company shall be deemed to have appointed the secretary of22
state in this state as its agent for service of process in any proceeding to enforce23
any liability or obligation against the limited liability company arising or24
existing prior to the effective time of the conversion of the state of organization.25
(2) A foreign limited liability company converting its state of26
organization from another state to this state shall be deemed to be organized27
solely under the laws of this state and no longer under the laws of such other28
state. The limited liability company shall continue to exist without interruption29
in its organizational form. All rights, title, interests, obligations, and liabilities30 SB NO. 746 ENROLLED
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of the limited liability company shall continue in the limited liability company1
without impairment, diminution, or termination. Any proceeding pending by2
or against the limited liability company or its members or managers, in their3
capacities as such, may be continued by or against the limited liability company4
without the need for substituting a new party to such proceeding as a result of5
a change of the state of organization authorized under this Section. The6
certificate of conversion issued by the Louisiana Secretary of State shall be7
conclusive evidence of the fact that the limited liability company has been duly8
organized under the laws of this state, except that in any proceeding brought by9
the state to annul, forfeit, or vacate a company's franchise, the certificate of10
conversion shall be only prima facie evidence of due organization.11
G. In addition to the other requirements of this Section, a domestic12
limited liability company converting its state of organization from this state to13
another state shall also file with the Louisiana Secretary of State a certified copy14
of the certificate of organization or other official certificate obtained by it from15
the other state evidencing the company's organization under the laws of such16
state. Such certified copy shall be filed with the Louisiana Secretary of State17
not later than thirty days after issuance of the official certificate evidencing the18
company's organization under the laws of the other state.19
Section 2. The provisions of this Act shall become effective on January 1, 2013.20
PRESIDENT OF THE SENATE
SPEAKER OF THE HOUSE OF REPRESENTATIVES
GOVERNOR OF THE STATE OF LOUISIANA
APPROVED: