How to Form an LLC in Louisiana
To form an LLC in Louisiana, here's everything you need to know.
1. Choose a Name for Your LLC
Under Louisiana law, an LLC name must contain the words “limited liability company” or the abbreviation “L.L.C.” or “L.C.” (The name of a low-profit SMLLC must contain the words “Low-Profit Limited Iability Company,” the abbreviation “L3C”, or the abbreviation “l3c.”)
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Louisiana Secretary of State. Names may be checked for availability online. You may reserve a name for up to 60 days by filing a Name Reservation form (Form #398) with the Secretary of State. The reservation may be filed by mail or online. The filing fee is $25.
2. File Articles of Organization
A Louisiana LLC is created by filing Articles of Organization Limited Liability Company(Form #365) with the Louisiana Secretary of State. The articles must include the LLC's name and address; its purpose; and its duration. The signed articles must be notarized. The articles must be accompanied by an Initial Report (form #973) which lists the LLC’s members' and managers' names and addresses.
The articles may be filed online or by mail. The filing fee is $100.
3. Appoint a Registered Agent
Every Louisiana LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be (1) an individual who resides in Louisiana, (2) a Lousiana individual attorney or a partnership, or (3) a domestic or foreign corporation authorized to act registered agent for other organizations. The registered agent must have a physical street address in Louisiana.
All of the paperwork and procedural steps to start a limited liability company in Louisiana can be done online using Nolo's Louisiana Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Louisiana, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an EIN online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Louisiana Department of Revenue (DOR). You can register either online at the Louisiana Taxpayer Access Point (TAP) or on paper using Form R-16019. For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All LLCs doing business in Louisiana must file an Annual Report with the secretary of state every year on or before the anniversary date of organizing or qualifying in Louisiana. The annual report may be filed online or by mail with the Secretary of State. The filing fee is $30.
8. Foreign LLCs Doing Business in Louisiana
To do business in Louisiana, all LLCs organized outside of the state must register with the Louisiana Secretary of State by filing an Application of Foreign Limited Liability Company (Form 972). The application can be filed in hard copy or online. Foreign LLCs must appoint a registered agent for service of process physically located in Louisiana. To register, file an Application for Authority to Transact Business In Louisiana. The filing fee is $150.
The completed application must be accompanied by a Certificate of Good Standing from the foreign LLC’s home state, dated no more than 90 days prior to the filing of the certificate. (In Texas and Alabama, obtain a certificate of existence from the secretary of state, not a good standing certificate from the Comptroller/Department of Revenue.)