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.
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.
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.
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:
If you file a paper application, the articles must include
The paper articles must be accompanied by an Initial Report (Form #973) which must include:
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.
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.
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). 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.
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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county or parish if it is in an unincorporated area). For state license information, check the Secretary of State's geauxbiz website. You can create an online account and then sign in to create a business license checklist. For more information, see Nolo's article How to Get a Small Business License in Louisiana.
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 at the same time you files your Articles of Organization online. Alternatively, you can register either online at the Louisiana Taxpayer Access Point (TAP) or on paper using Form R-16019. For more information on Louisiana LLC tax registration, see Nolo's article Louisiana LLC Annual Filing Requirements.
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.
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. Online filing is required for foreign LLCs with offices in the following parishes: scension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa and Terrebonne.
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 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.)