Procedure for Amendments to Articles of Incorporation of Louisiana Domiciled Insurers

Changes to registered agent for service of process or registered office and increases in capital stock are subject to different requirements. You may view applicable information by clicking on this link.

Amendments to those Articles of Incorporation of a Louisiana domiciled insurer are prepared and recorded in compliance with the provisions of La. R.S. 22:67. The Articles of Incorporation must always comply with La. R.S. 22:62. Increases in capital stock of a Louisiana domiciled insurer are governed by the provisions of La. R.S. 22:85. Click here to see the requirements for an increase in capital stock.

Once the amendments are properly prepared, the document must be submitted to the Louisiana Department of Insurance (LDI) for approval. The LDI encourages review and discussion of the proposed Articles of Incorporation prior to the official and final submission for approval. The documents submitted to the LDI for final approval must be executed by such person(s) authorized to do so by the shareholders or policyholders.

The submission must include all of the following:

• An authentic act setting forth the amendment(s)
• A copy of the minutes of the meeting of the shareholder or policyholders (in the case of a mutual) at which the proposed amendments were adopted. These minutes must be certified by the secretary of the corporation and include a statement that the amendments were adopted by a vote of not less than two-thirds of those voting.
• If the amendment is a change in parish of domicile or the name of the insurer, the original Certificate of Authority issued by the LDI must be returned.

If the LDI finds the amendments are compliant with the applicable laws, the document will be approved for recordation and returned to the submitter for recordation in the office of the recorder of mortgages (generally the Clerk of Court) in the parish of domicile of the corporation.

The amendments to the Articles of Incorporation for an insurer are not filed with the Louisiana Secretary of State.

Once the document is recorded in the office of the recorder of mortgages in the parish of domicile, the filer must obtain two copies of the document certified by that office and submit both certified documents to the LDI along with a fee of $25. The LDI will then record the amendments.