Form a Louisiana LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Louisiana LLC with LegalZoom, we prepare and file your articles of organization with the Commercial Division of the Louisiana Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Louisiana LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Louisiana LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Louisiana Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C."
May not contain any word or phrase which indicates or implies that it is organized for any unlawful purpose or purpose contrary to its articles
Must not contain the phrase "doing business as" or the abbreviation "d/b/a".
Must be distinguishable from (not the same or deceptively similar to) the name of any Louisiana limited liability company or corporation registered or qualified to do business in this state.
Must not imply that the company is an administrative agency of any parish or of this state or of the U.S.A.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Louisiana Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Louisiana LLC formation, articles of organization must be signed by at least one person and then filed with the Commercial Division of the Secretary of State. State law requires that certain information be included in the articles of organization of your Louisiana LLC formation. This information must include:
The company name
The purpose of organization (this may be specified or you are allowed to use the phrase "any or all lawful conduct for which a limited liability company may be organized")
The articles may include:
A statement of whether and to what extent there are limitations on the authority of members to bind the LLC or that such limitations are contained in a written operating agreement
A statement of whether and to what extent the LLC company will be managed by managers
A statement regarding restrictions on the authority of managers or that such restrictions are contained in a written operating agreement
The period of the LLC's duration (this period may be perpetual or for a set amount of time), including the latest date, if any, on which the LLC is to dissolve.
A statement that persons dealing with the LLC may rely upon a certificate of one or more managers, members, or other certifying officials, whose names are included in the statement, to establish the membership of any member, the authenticity of any records, or the authority of any person to act for the LLC, unless otherwise provided in the articles of organization
Any other provisions, not inconsistent with law, that the member elect to be set forth
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Corporations Division of the Secretary of the Commonwealth, and the Secretary of the Commonwealth finds that they are in compliance with state requirements. The document must be executed by at least one person, who need not be a member or manager of the LLC. It must also be acknowledged by the person or one of the persons who signed the articles or may be executed by an authentic act.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Louisiana LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more persons or entities capable of contracting.
Eligibility:An organizer may be a natural person, corporation, partnership, limited liability company, District of Columbia, or the Commonwealth of Puerto Rico.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC either (1) upon the later to occur of: the formation of the LLC or directly from the company, in compliance with any operating agreement of the company or as reflected in the records of the LLC, or (2) after formation with the consent of all of the members of the company if a written operating agreement of the company does not provide for acquiring an interest directly from the company.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or at the time or upon the happening of an event specified in the operating agreement.
Even if there is no specified time or event for withdrawal, a member may resign by giving at least 30 days prior written notice to the LLC at its registered office listed with the secretary of state and to each member and manager at each member's address and manager's address listed in the records
The LLC may recover damages from the breach of the operating agreement
Contribution:The contributions of a member to the limited liability company may be in anything of value, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services
Registered Agent In Louisiana
LegalZoom can also provide your business with a Registered Agent in Louisiana. Every LLC in this state must have a registered agent, who is designated as the person or office which receives official state notice and correspondence if the company is "served"with a lawsuit.
Eligibility Requirements: The Registered Agent in Louisiana may be: (1) a citizen of the state who resides in this state, (2) a partnership, professional law corporation authorized to practice law in this state, a domestic corporation or LLC, or foreign corporation authorized to transact business in this state, that is in turn authorized by its own articles to act as the agent of a LLC and which has filed with the secretary of state a certificate that lists the name of at least two individuals at its address in this state who are authorized to receive any process.
Registered Office: The registered office may be any place of its business in Louisiana
Louisiana Secretary of State
Once a Louisiana LLC has been created, the Louisiana Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Louisiana Secretary of State office.
Annual Report: Each LLC shall file an annual report with the Louisiana Secretary of State on or before the anniversary of its organization signed by a manager, member or agent that lists:
The municipal address, not a post office box only, of its registered office
The name and municipal address, not a post office box only, of each of its registered agents
The name and municipal address, not a post office box only, of each manager, if the LLC is manager-managed, or each member, if the LLC is member-managed.
The annual report shall be filed by a manager, if manager-managed, or by a member if member-managed.
Records:Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known address of each member and manager, if management is vest in one or more managers
Copies of records which would enable a member to determine the relative voting rights of the members
A copy of the articles of organization, together with any amendments thereto.
Copies of the LLC's federal and state income tax returns and reports, if any, for the three most recent years
A copy of any operating agreement which is in writing
Copies of any financial statements of the limited liability company for the three most recent years.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
Upon the occurrence of events specified in writing in the articles or operating agreement
Consent of its members to dissolve
Entry of a decree of judicial dissolution
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Louisiana is variable, depending on Louisiana taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Louisiana Secretary of State, along with the appropriate state filing fee. When appropriate, a check must accompany the document, payable to the Louisiana Secretary of State, covering all charges for the State Secretary.