How to Form an LLC in Louisiana

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Louisiana. For more information on how to form an LLC in any state, see Nolo's article on How to Form an LLC.

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 Liability 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. If the Articles of Organization are filed online, the LLC's IRS Employer Identification Number (EIN) must be provided. It's wise to reserve the name before obtaining the EIN to ensure the name is available.

2. 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 Louisiana 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.

3. 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 and initial report may be filed online. Online filing is required for LLC's located in the following parishes: Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa and Terrebonne. For LLCs not located in these parishes, paper copies may be filed by postal mail, email, or fax. If paper copies are filed, the organizers' signatures on the Articles of Organization and the registered agent's signature on the Initial Report must be notarized.

If you file online, the articles must include:

• the type of LLC tax treatment—sole proprietor, corporation, or partnership
• the LLC's name
• the LLC's purpose--any lawful activity or another purpose
• the street address of the LLC's office
• the LLC's mailing address, if different from street address
• the name and addresses of the LLC's registered agents
• whether the LLC is member managed or manager-managed
• the name and street address of the LLC's members or managers
• an electronic signature of a member, manager, or organizer
• a description of the LLC's business, including NAICS Code
• the federal EIN (see item 5 below).

If you file a paper application, the articles must include

• the LLC's name
• the LLC's purpose
• the LLC's duration--perpetual or limited, and
• the signature of the organizers.

The paper articles must be accompanied by an Initial Report (Form #973) which must include:

• the LLC's name
• the LLC's street address
• the names and street addresses of each of the LLC's registered agents
• the names and street addresses of each of the LLC's initial managers or members
• the signature of each person who signed the Articles of Organization, and
• the signature of the LLC's registered agent.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Louisiana, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

5. Obtain an 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). If you file the LLC's Articles of Organization online, an EIN is required. You may obtain an EIN by completing an EIN online application on the IRS website. There is no filing fee.

6. 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 must be filed online with the Secretary of State. For more information on Louisiana LLC annual report requirements, see Nolo's article Louisiana LLC Annual Filing Requirements.