State of the Nonprofit Regulatory Environment in LOUISIANA

LA Code § 51:1901-1902

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No Louisiana Revised Statutes Ann. §§ 51:1901-1902; Louisiana Administrative Code, Title 16, Part III, §515

LA Code § 515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No Louisiana Revised Statutes Ann. §§ 51:1901-1902; Louisiana Administrative Code, Title 16, Part III, §515

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Louisiana Office of the Attorney General http://www.ag.state.la.us/Article.aspx?articleID=291&catID=0

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

LA Code § 12:245

REGULATORY BODY: Other

STATUTE TEXT: ss245. When merger or consolidation effective A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate. B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement. Acts 1968, No. 105, ss1.

NOTES: Sec. of State LSA-R.S. § 12:245

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

LA Code § 12:205

REGULATORY BODY: Other

STATUTE TEXT: ss205. Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence A. The articles shall be filed with the secretary of state. The articles may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. B. If the secretary of state finds that the articles are in compliance with the provisions of this Chapter and after all fees have been paid, the secretary of state shall record the articles in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation which shall show the date and, if endorsed on the articles, the hour of filing of the articles with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation’s franchise, the certificate of incorporation shall be only prima facie evidence of due incorporation. C. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution. D. A multiple original of the articles, or a copy certified by the secretary of state, with a copy of the certificate of incorporation, shall within thirty days after filing of the articles with the secretary of state, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. E.(1) If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state, and shall include the names and addresses of the board of directors, officers, and all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act. (2) The provisions of this Subsection shall not apply to any charitable or religious nonprofit corporation which is organized and existing on a “nonstock basis”. Acts 1968, No. 105, ss1. Amended by Acts 1977, No. 408, ss1; Acts 1983, No. 88, ss1; Acts 1991, No. 944, ss2; Acts 1999, No. 342, ss5.

NOTES: Sec. of State [LSA-R.S. 12:205]

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

LA Code § 12:249

REGULATORY BODY: Other

STATUTE TEXT: ss249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court. B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the Secretary of State, expressly authorize some other disposition of its net assets upon dissolution. C. A proceeding for dissolution takes effect: (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court. D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution. Acts 1968, No. 105, ss1.

NOTES: Secretary of State LSA-R.S. 12:249 (Also by Affidavit submitted to Sec. of State)

LA Code § 12:262.1

REGULATORY BODY: Attorney General

STATUTE TEXT: ss262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation. B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds: (1) The corporate franchise was procured through fraud practiced upon the state. (2) The corporation has continued to abuse authority conferred upon it. (3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter. C. In any case where the secretary of state revokes the articles of incorporation and the corporate franchise, as authorized in Subsection A of this Section, the secretary of state shall, without charge, record notice of such revocation in the conveyance records and the corporation’s registry of the office of the clerk of court in the parish where the corporation maintains its registered office and, in the parish of Orleans, such notice shall be recorded in the office of the recorder of mortgages and register of conveyances for said parish. The corporation1 shall not be revoked if the corporation places itself in good standing. D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent’s last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office. E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation’s secretary to contain the signatures of all of the shareholders, must also be filed with the application for reinstatement. (2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation’s secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred. (3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238. F.(1) As used in this Subsection, the phrase “not in good standing” means any corporation which is more than twelve months delinquent in filing an annual report. (2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration. G. Any revocation of a corporation’s articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred. H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section. Acts 1995, No. 309, ss1; Acts 1997, No. 298, ss1. 1 As appears in enrolled bill.

NOTES: LSA-R.S. 12:262.1

LA Code § 12:249

REGULATORY BODY: Other

STATUTE TEXT: ss249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court. B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the Secretary of State, expressly authorize some other disposition of its net assets upon dissolution. C. A proceeding for dissolution takes effect: (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court. D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution. Acts 1968, No. 105, ss1.

NOTES: LSA-R.S. 12:249

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: La. Rev. Stat. Ann. 40:2115.11 - 40:2115.23

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

NOTES: La. Rev. Stat. Ann. 40:2115.11

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

NOTES: No

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

LA Code § 24:513.4

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: LSA-R.S. 24:513.4 (For Nonprofits receiving state grants)

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

LA Code § 515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: La. Admin Code. tit. 16, pt. III, § 515

LA Code § 515(C)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: La. Admin Code. tit. 16, pt. III, § 515(C)

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

NOTES: NO

LA Code § 515(C)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: La. Admin Code. tit. 16, pt. III, § 515(C)

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

LA Code § 515(C)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Any hospital: La. Admin Code. tit. 16, pt. III, § 515(C)

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

LA Code § 515

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: LSA-R.S. 51:1901.1 and La. Admin Code. tit. 16, pt. III, § 515

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: NO

LA Code § 515(C))

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Voluntary health org’s (La. Admin Code. tit. 16, pt. III, § 515(C))

LA Code § 12:262.1

REGULATORY BODY: Not Specific

STATUTE TEXT: ss262.1. Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation. B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds: (1) The corporate franchise was procured through fraud practiced upon the state. (2) The corporation has continued to abuse authority conferred upon it. (3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter. C. In any case where the secretary of state revokes the articles of incorporation and the corporate franchise, as authorized in Subsection A of this Section, the secretary of state shall, without charge, record notice of such revocation in the conveyance records and the corporation’s registry of the office of the clerk of court in the parish where the corporation maintains its registered office and, in the parish of Orleans, such notice shall be recorded in the office of the recorder of mortgages and register of conveyances for said parish. The corporation1 shall not be revoked if the corporation places itself in good standing. D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent’s last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office. E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation’s secretary to contain the signatures of all of the shareholders, must also be filed with the application for reinstatement. (2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation’s secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred. (3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238. F.(1) As used in this Subsection, the phrase “not in good standing” means any corporation which is more than twelve months delinquent in filing an annual report. (2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration. G. Any revocation of a corporation’s articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred. H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section. Acts 1995, No. 309, ss1; Acts 1997, No. 298, ss1. 1 As appears in enrolled bill.

NOTES: LSA-R.S. 12:262.1

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

LA Code § 51:1901.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: La. Stat. Ann. § 51:1901.1

FNDRAZE-COUNSL-NS

REGULATORY BODY: Not Specific

LA Code § 1901.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No registration is required, but “A commercial co-venturer shall provide to the department a copy of the final accounting for each charitable sales promotion that it conducts not later than ten days after the department requests it.” La. Stat. Ann. § 1901.2

LA Code § 1901.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Registration must be done ten days prior to solicitation in the state and is valid for one year. La. Stat. Ann. § 1901.1

LA Code § 1904.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: La. Stat. Ann. § 1904.1

FNDRAZE-CNTRCT-NS

REGULATORY BODY: Not Specific

NOTES: At the time the organization is required to register.

FNDRAZE-ANNUAL-NS

REGULATORY BODY: Not Specific

LA Code § 51:1901.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Not less than ten (10) days prior to doing business in Louisiana, a professional solicitor shall register with the Department of Justice by filing an application, application fee, and bond with the as provided in LSA-R.S. 51:1901.1. LA R.S. 51:1901.1. The bond shall be for twenty-five thousand dollars ($25,000.00) or greater, as prescribed by the department, with one or more corporate sureties licensed to do business in Louisiana. LA R.S. 51:1901.1

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

LA Code § 51:1901-1902

LA Code § 515

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

REPORTS-ASSETS-AG

REPORTS-ASSETS-OT

Mergers

REPORTS-MERGER-AG

LA Code § 12:245

Certificate of Amendments

REPORTS-AMMEND-AG

LA Code § 12:205

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

REPORTS-FINANC-NS

3 Notice or Action for Dissolutions

Voluntary Dissolutions

DISSOLV-VOLUNT-AG

LA Code § 12:249

Judicial Dissolutions

LA Code § 12:262.1

LA Code § 12:249

Administrative Dissolutions

DISSOLV-ADMINI-AG

DISSOLV-ADMINI-OT

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

HOSPCON-STATUT-NS

Requires Notice or Oversight

HOSPCON-OVERSI-AG

HOSPCON-OVERSI-OT

Requires Filing

HOSPCON-FILING-OT

5 Audits

Requires Audit

LA Code § 24:513.4

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

LA Code § 515

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

LA Code § 515(C)

Small organizations

ORGTYPE-SMALLO-NS

Educational Institutions

LA Code § 515(C)

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

LA Code § 515(C)

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

LA Code § 515

Fraternal/ Membership

ORGTYPE-MEMFRA-NS

Political Orgs

ORGTYPE-POLITI-NS

Other

LA Code § 515(C))

8 Defined remedies

Dissolution

LA Code § 12:262.1

Removal of Board Members

REMEDYT-BRDRMV-NS