Louisiana Foreign Registration / Penalties
What happens to a foreign LLC that does not register in Louisiana
A foreign LLC working in Louisiana without authority can be fined up to $1,000 for each violation, owes the money registration would have brought in, and cannot start a lawsuit in a state court until it becomes authorized. The company keeps its contracts and its right to defend itself.
The consequences side by side
| Consequence | What the statute says | Citation |
|---|---|---|
| No suing | A judicial demand cannot be presented until the LLC is authorized | La. R.S. 12:1354(A) |
| Burden of proof | The LLC must prove it was authorized, and only the state certificate counts as evidence | La. R.S. 12:1354(A) |
| Contracts | Not impaired; the LLC can still defend | La. R.S. 12:1354(B) |
| Back fees | Fees and taxes for each year of unauthorized business | La. R.S. 12:1354(C) |
| Civil penalty | Up to $1,000 per violation | La. R.S. 12:1355(B) |
The lawsuit bar
The most practical cost is the one a business notices when it needs to collect an invoice. A court of the state will not hear a demand from an LLC that is transacting business without authority until it obtains authority, and the burden is on it to prove authority with the Secretary of State's certificate or an authenticated copy. The bar does not reach defending a suit, and it does not make the LLC's contracts void.
Back fees and taxes
For each year or fraction of a year of unauthorized work, the LLC owes what registration and the required reports would have cost in fees and taxes. The attorney general brings proceedings to recover them. The statute counts the reports it would have filed, so the annual report fees for each year add up too, and the cost of waiting grows.
The fine
The Secretary of State may investigate any foreign LLC that appears to be doing business without a certificate, and may assess a penalty capped at $1,000 for each violation. It must adopt a schedule of penalties under the Administrative Procedure Act, and an unpaid penalty is collected by the attorney general. Treat the ceiling as the planning number.
Personal exposure of members and managers
The statute says that failing to obtain a certificate does not make members or managers liable for the LLC's obligations. That protection is limited to the omission itself; it does not cover anything else they do.
Revocation after you register
Registration can be lost. The Secretary of State may revoke a certificate on any of 9 grounds, among them an unpaid fee, no registered agent or office, an unfiled statement of change, a false statement and a late annual report. Before revoking, it gives at least 60 days of written notice, and the LLC can correct the problem inside that time. Revocation ends authority to transact business, but the agent's authority to accept process continues.
Suspension and a six-month rule
For some failures the state may instead suspend the certificate and lift the suspension once the failure is cured. If an LLC has been suspended for six months or more because it missed an annual report, lifting the suspension needs the missing report plus a fresh certificate from the home state issued within 90 days.
Business with the state
An LLC that is delinquent on its annual report is not in good standing under the statute and is barred from commercial business operations with the state or its boards, agencies and departments. A contract with a delinquent LLC may be declared null and void. Keep the annual report current if you sell to Louisiana agencies.
Registering late
An LLC that registers late still pays the $185 application fee, then $35 a year after that, on top of any back fees the state bills for the unauthorized period.
Fixing it
The cure for not registering is to register: file Form 972 and pay $185. The state may still bill back fees for the unauthorized period. The cost of reinstating a revoked certificate is quoted when you order. For a late start, our guide shows the sequence.
Penalty questions
Can a Louisiana customer sue my unregistered LLC?
Yes. The bar is on the LLC presenting its own demand, not on being sued.
Are my contracts void if I never registered?
No. The statute says they remain valid.
What is the maximum fine?
Not more than $1,000 per violation.
How much warning comes before revocation?
At least 60 days of written notice.
Our fee and Louisiana's
Begin my Louisiana application
$199
+ $185 Louisiana fee
- Form 972 completed in duplicate for the member or manager to sign
- A review of your home-state certificate against the 90-day limit
- A Louisiana registered agent and office that meet the statute, ours or yours, with the agent's notarized acceptance
- The package filed in Baton Rouge, then your grant of authority sent back
- Renewal: after the first year, the agent service renews at $149 a year
Louisiana's $185 is shown as its own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Louisiana Secretary of State, forms and fee schedule
- Louisiana Secretary of State fee schedule effective 10/1/26
- La. R.S. 12:1345, application for certificate of authority
- Louisiana Form 972, application of a foreign limited liability company
- La. R.S. 12:1350.1, annual report
- La. R.S. 12:1355, authority to investigate; penalty
- La. R.S. 12:1353, revocation or suspension of certificate of authority
- La. R.S. 12:1354, transacting business without authority
- La. R.S. 12:313, revocation of a foreign corporation certificate
Louisiana paperwork, assembled for you
Give us the details and we prepare the form, the acceptance and the cover sheet.