How to Incorporate in Louisiana

Louisiana Secretary of State—Business Services
PO Box 94125
8585 Archives Avenue
Baton Rouge, LA 70804-9125

225.925.4704 telephone
225.932.5314 facsimile

Statutory Authority: Business Corporation Law — La. Rev. Stat. Ann. § 12-1 (2012)

Louisiana Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “”Domestic Business Corporation Initial Report.” This includes the “Registered Agent’s Affidavit and Acknowledgement of Acceptance.” This report must be notarized.
4. Complete the “Transmittal Information Sheet.”
5. Submit the completed documents, a photocopy of each, and filing fees to the Louisiana Secretary of State.

Louisiana Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Louisiana:

1. Company name
2. Business Purpose
3. Duration
4. Number of authorized shares
5. Class and par value of authorized shares
6. Name and post office address of each incorporator
7. Optional provisions
8. Signature of each incorporator and date
9. Notary signature and date

Louisiana Incorporation Fee Schedule

Reservation of Corporate/Limited Liability Company Name: $25.00
Articles of Incorporation: $60.00
Application for Certificate of Authority: $100.00
Expedited Service: $30.00 (mail), $50.00 (walk-in)
Certified Copy $15.00
Initial Report: No fee
Supplemental Initial Report (If directors and officers are not listed in initial report): $25.00
Annual Report: $25.00
Affidavit to Dissolve: $60.00

Company Name

Your company name must end with a corporate designator. In Louisiana the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Louisiana Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 60 days by filing a “Reservation of Corporate/Limited Liability Company Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Louisiana requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Louisiana resident or active Louisiana business entity that has a Louisiana street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Louisiana resident and have a Louisiana street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Louisiana corporation. Nevertheless, Louisiana permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay the Corporation Franchise Tax.

Registering as a Foreign Entity

1. Complete the “Application for Authority to Transact Business in Louisiana.”
2. Attach a Certificate of Existence of Good Standing, not more than 90 days old, from the state of incorporation.
3. Submit the completed documents, along with the $100.00 filing fee, to the Louisiana Secretary of State.

Dissolving a Louisiana Corporation

1. If your corporation is no longer doing business, owes no debts, has no assets, and has no immovable property, complete the “Affidavit to Dissolve Corporation.”
2. If your corporation is no longer doing business, but owes debts, has assets, or has immovable property, a long form dissolution must be completed (If this is your situation, you should consult an attorney or check the Louisiana Statutes pertaining to dissolution).
3. Have the documents notarized (Not necessary if filing online).
4. Submit the appropriate documents, along with the $60.00 filing fee, to the Louisiana Secretary of State.

How to Incorporate in Louisiana
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