§5646. Sale of immovable property by domestic or foreign corporation or unincorporated association

A.(1) Any action to set aside a sale, transfer, lease, mortgage, encumbrance, or any other document by any legal entity or unincorporated association affecting any immovable property located in this state on the ground that the officer, agent, or other representative of the legal entity or unincorporated association signing the document was without authority to do so is prescribed by five years, reckoning from the day the document was recorded in the mortgage or conveyance records, or both, as applicable, of the parish in which the immovable property is located. Nothing contained in this Section shall be construed to limit or to establish a prescriptive period as to any proceeding which may arise between the legal entity or unincorporated association and the person acting in a representative position.

(2) Any action to set aside a sale, transfer, or other conveyance to or from any legal entity or unincorporated association affecting any immovable property located in this state on the ground that the documents establishing or evidencing the legal entity or unincorporated association have not been filed for registry as otherwise required by law is prescribed in five years, reckoning from the day the document was recorded in the conveyance or mortgage records, or both, as applicable, of the parish in which the immovable property is located. Nothing contained in this Section shall be construed to limit or to establish a prescriptive period as to any proceeding which may arise between the legal entity or unincorporated association and any person acting in a representative capacity of the legal entity or unincorporated association.

B. As used herein, "legal entity" means and includes any corporation, partnership, limited liability company, trust, or any other legal entity, whether public or private, whether business or nonprofit, and whether domestic or foreign.

C. The prescriptive period established by this Section shall run whether or not any resolution or other evidence of authority to act in a representative capacity is attached to the document or is otherwise previously or subsequently filed of record, and whether or not, even if such authorization is attached or filed of record, that authorization is invalid or is defective.

D. The prescriptive periods established in Subsection A of this Section shall be retroactive and shall apply to all such documents whether recorded prior to or after August 15, 2008; however, as to any documents as to which prescription has not already run and become final, this prescriptive period shall not become final and complete until ten years from the date the document was recorded or August 15, 2013, whichever occurs first.

E. Upon the expiration of the prescriptive period established by Paragraph A(2) of this Section and the filing of an affidavit by the then current owner of the property or as of the date of the affidavit, it shall be conclusively presumed that any sale, transfer, or other conveyance to or from the legal entity or unincorporated association shall have vested title in and to or from the legal entity or unincorporated association as of the date of recordation of the sale, transfer, or other conveyance in the office of the clerk and recorder for the parish in which the immovable property is located.

Amended by Acts 1979, No. 595, §1; Acts 1995, No. 1087, §3; Acts 1999, No. 1133, §1; Acts 2008, No. 367, §1.