How to Form a Louisiana Corporation

What is incorporation in Louisiana?

Incorporation is the legal process of creating a corporation. In Louisiana, corporations are governed by the Louisiana Business Corporation Act.

When you incorporate a business, you create a separate legal entity that can conduct business, enter contracts, own property, and assume liabilities independently from its owners (shareholders). Forming a corporation can shield your personal assets from liability for business debts and obligations, and may also protect your assets if someone sues an employee. 

How to incorporate in Louisiana

Step 1: Choose a business name

Before you file articles of incorporation, you must select and verify the availability of your corporation name. Your corporation's name must adhere to the following requirements:

• It must contain the words "corporation," "incorporated," "company," or "limited," or the abbreviations "corp.," "inc.," "co.," or "ltd."
• The word "company" or the abbreviation "co." cannot be immediately preceded by the word "and" (e.g., "Johnson and Company" is not acceptable).
• Your corporation's name must be distinguishable from the name of any corporation, limited liability company (LLC), or trade name on file or reserved with the Louisiana Secretary of State.

You can verify name availability of your desired name by doing a business name search online through the Louisiana Secretary of State website. You can then pay a $25 fee to reserve your name for 120 days.

Step 2: Appoint a Louisiana registered agent

A registered agent is appointed to receive legal documents on behalf of your corporation. In Louisiana, the person serving as a registered agent must:

• Have an address that is an actual street address in Louisiana, not a P.O. box
• Maintain regular business hours at the registered office
• Be at least 18 years old and a legal resident of Louisiana or a company that has registered with the state to provide registered agent services

Step 3: Prepare and file articles of incorporation 

A corporation's existence begins when you file articles of incorporation with the Louisiana Secretary of State. Your articles of incorporation must contain the following mandatory information:

• The name of the corporation
• Business purpose (can be stated broadly as engaging in any lawful activity) and duration (can be perpetual)
• The number of shares the corporation is authorized to issue
• The names and addresses of each incorporator and initial directors
• The street address of the registered office and principal office
• The name and address of the registered agent
• Written consent of the registered agent

Additionally, Louisiana requires that articles of incorporation be notarized. Once you’ve completed your articles of incorporation, submit the notarized form along with the $75 filing fee.

Step 4: Hold organizational meeting and draft bylaws 

Louisiana requires new corporations to hold an organizational meeting to elect officers and directors (if not named in the articles of incorporation), authorize the issuance of shares, and draft corporate bylaws.

Bylaws outline a corporation's rules and operating procedures, outlining essential details such as the rights and powers of shareholders, officers, and directors, procedures for meetings and voting, and other rules and limitations. Although bylaws are not required to be filed with the Louisiana Secretary of State, they should be kept at your place of business.

Bylaws cannot include anything that is inconsistent with Louisiana law or the articles of incorporation.

Step 5: Obtain an employer identification number (EIN) from the IRS

Your Louisiana corporation will need a federal EIN for tax purposes, even if you don't plan to have employees. You can obtain an EIN through the IRS website at irs.gov.

How much does it cost to form a corporation in Louisiana?

Standard processing for articles of incorporation in Louisiana is $75, but expedited processing is available for an additional $30 (224 hours) or $50 (2-4 hours).

These processing fees are the bare minimum you should expect to pay to incorporate in the state of Louisiana. However, you may have additional costs when forming your corporation depending on what additional services you need. For example, if you choose to reserve a business name before filing, you’ll need to pay a $25 fee to hold the name for 120 days. Professional registered agent services, on the other hand, could cost a few hundred dollars a year.

What ongoing compliance is required for corporations in Louisiana?

All Louisiana corporations must file an annual report on the anniversary date of your formation. The cost to file your annual report is $30.

In addition to annual report filings, all corporations in Louisiana are required to hold an annual meeting of shareholders to elect new directors, review business performance, and perform other duties in accordance with the corporation’s bylaws.

Other ongoing compliance responsibilities include paying corporate taxes with the Louisiana Department of Revenue, notifying the state of any changes to the registered agent or registered agent’s address, and maintaining any business or professional licenses that may pertain to your business.

FAQs about Louisiana corporations

Can I be my own registered agent in Louisiana?

Yes, you can serve as your own registered agent if you are at least 18 years old and a legal resident of Louisiana. However, you must maintain a Louisiana street address and be available during business hours to receive legal documents.

What is a foreign corporation and how do I register one in Louisiana?

A foreign corporation is one incorporated in another state but doing business in Louisiana. To register, you can file an application for certificate of authority with the Louisiana Secretary of State and pay the required fees. You must also appoint a Louisiana registered agent and obtain a certificate of good standing from your home state

Do I need a business license to operate in Louisiana?

Louisiana does not have a blanket business requirement at the state level, but your particular county may require one. You may also need to obtain specific licenses and permits depending on your industry and business activities. For help determining which business licenses will apply to your corporation, complete the online business checklist at https://geauxbiz.sos.la.gov/

What happens if I miss my annual report deadline in Louisiana?

There are no late fees associated with failing to file your annual report on time in Louisiana, but that doesn’t mean there are no consequences. By not staying in compliance with the state, you risk losing your corporation’s good standing and your corporation could eventually be dissolved for non-compliance, which may lead to a lengthy reinstatement process.

Jane Haskins, Esq. contributed to this article.