USA – LOUISIANA Law and Practice Contributed by: Jeffrey P. Good, Susan M. Tyler and B. Trevor Wilson, Jones Walker LLP
not be considered to be transacting business in Louisiana, for the purpose of being required to procure a certificate of authority pursuant to Louisiana Revised Statutes 12:301, to the extent that it engages in certain activities, which include but are not limited to: • maintaining bank accounts; • creating evidence of debt, mortgages or liens; • securing or collecting debts or enforcing any rights in property securing such debts; • conducting an isolated transaction completed within a period of 30 days and not in the course of repeated transactions of like nature; or • acquiring and disposing of a property or property interest not as a part of any regular business interest. The statute also provides that, if the foreign cor - poration is a bank, real estate investment trust or insurance company, the entity may, among other things, acquire or make loans, including renew - als, modifications and extensions of such loans, acquire property at a foreclosure sale or by deed in lieu of foreclosure, and manage, lease, oper - ate and sell such property. Foreign lenders should be aware of certain fed - eral compliance requirements that may apply, including the Bank Secrecy Act, anti-money laundering regulations and Office of Foreign Assets Control (OFAC) restrictions. 3.4 Taxes or Fees Relating to the Granting and Enforcement of Security Other than modest recordation and filing fees for the sale documents and security instruments, which are based on the type of document and the number of pages, mortgage taxes, transfer taxes and documentary transaction taxes are not
imposed in Louisiana, except in Orleans Parish (see 2.10 Taxes Applicable to a Transaction ). Current recording fees generally range from USD105 to USD300 for mortgage documents, depending on the parish and document length. In Orleans Parish, the documentary transaction tax applies to both sales and mortgages at a rate of USD325 minimum to USD2,525 maximum. 3.5 Legal Requirements Before an Entity Can Give Valid Security In order to give valid security, an entity must comply with its own internal organisational documents and all requirements of its state of organisation. If a foreign entity intends to con - duct business in Louisiana, it will have to qualify with the Louisiana Secretary of State. In acquisition or financing transactions, a seller and borrower will also have to demonstrate that the entity has authorised the transaction and the signatory to act on behalf of the entity in the transaction. Typically, this is accomplished by means of a resolution of the board of directors for a corpo - ration, or by a written consent or certificate of authority for an LLC. For corporate borrowers, lenders typically require copies of articles of incorporation, by- laws and resolutions authorising the transac - tion. For LLCs, articles of organisation, operat - ing agreements and certificates of authority or written consents are reviewed. 3.6 Formalities When a Borrower Is in Default Although borrowers are granted certain statu - tory protections in the event of a mortgage default, most commercial mortgages and loan
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