Everything You Need to Know About Louisiana Corporations:
Louisiana Incorporation Options
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How to Incorporate in Louisiana
To start a corporation in Louisiana, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Louisiana Commercial Division. You can file this document online (or by mail in certain parishes). The articles cost $75 to file. Once filed with the state, this document formally creates your Louisiana corporation.
Per LA Rev Stat § 12:1-501 (2019), every Louisiana corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Louisiana SOS Business Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Louisiana Articles of Incorporation. Follow along with our filing instructions below:
Filing the Louisiana Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently. Some of this information is only required when filing on a paper form, other parts are necessary when filing online through geauxBIZ.
Paper Filings: Louisiana’s paper articles must be notarized. Additionally, those in the following counties CAN’T file with paper forms and must file online: Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa and Terrebonne.
Online Filings: When you file online, geauxBIZ (the state’s online filing system) tries to combine tax registration and Workforce Commission registration together with your business registration. If you opt to complete the other registrations along with your incorporation, you will need your EIN and additional tax info.
Better yet, skip this confusing filing process entirely and hire us to incorporate your Louisiana business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. Looking for a low-cost way to start a business? Pay just $33 out the door with our VIP monthly payment option.
1. Business Name
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation of one of these words. Tip: Most corporations keep it simple with “Corp” or “Inc.”
You can either choose the option for a general purpose, which says your business is formed for “engaging in any lawful business or activity,” or you can choose to limit your corporation’s activities. Most businesses go for the general purpose.
Most corporations don’t have a set expiration date—they continue unless they are dissolved. However, if you’d like to include a self-destruct timer for your company, you can include an end date in your articles. Tip: Most businesses go with “perpetual.”
4. Authorized Shares
List the number of shares you’d like to create. You must create at least one.
5. Louisiana Incorporator
Your incorporator signs and submits your articles and must include their name and address. Your incorporator doesn’t have to be anyone in the corporation—just someone you authorize to sign off on your Articles. Tip: We’ll be your incorporator when you hire Northwest to form your Louisiana corporation.
6. Registered Office
This Louisiana street address (P.O. boxes aren’t allowed) is where your registered agent will be available to accept any service of process. Tip: Hire Northwest and our Louisiana address will go here.
7. Principal Office
This street address is the official address of your corporation where you’ll receive mail (other than legal notifications—those go to your registered agent). Tip: Rather not list your personal home or office address on this public document? When you hire Northwest as your registered agent, you can use our Louisiana address as your principal office address.
8. Registered Agent
Your Louisiana registered agent accepts service of process at the registered office—so even though you already listed the registered office address, provide the address again here. Your agent can either be a business (but not your own) or an individual Louisiana resident (such as yourself). Tip: We recommend Northwest.
List the names and addresses of your initial directors. Tip: When you hire Northwest, you can use our address here and throughout your articles.
10. Protection Against Liability
One of the benefits of a Louisiana corporation is the limited liability that helps protect directors and officers (LA Rev Stat § 12:1-832). However, if you want to limit or remove these protections, you can include a statement of rejection or limitation in your articles.
11. Other Provisions
You’re not required to include any other information here, but you can include any provision allowable by law. For example, you could include information about classes or series of shares or their par value.
When filing with a paper form, Louisiana requires Articles of Incorporation to be notarized.
13. Registered Agent’s Signature
Louisiana also requires the signature of the registered agent when filing paper Articles of Incorporation.
Why Have a Registered Agent Form Your Louisiana Corporation?
Professionals in Louisiana hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Lafayette, LA. We’re on a first name basis with the people who work in the Commercial Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Lafayette registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in New Orleans, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Louisiana. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Louisiana Corporation Is Formed?
After your Louisiana Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Louisiana corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Louisiana Department of Revenue requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
Do I need an EIN before forming my corporation?
It depends on your registration process. When filing online with geauxBIZ, you will be told you need an EIN before applying. This is because geauxBIZ handles formation and tax registration simultaneously for new corporations. If you reserve your corporation name ahead of filing Articles of Incorporation, you can get your EIN in advance of filing on geauxBIZ. However, if you decline to register for taxes during the formation process, you won’t need your EIN. Also, if you are located in a parish that allows paper filing, you can wait on getting your EIN until after formation.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Louisiana corporation?
Bylaws are not specifically required by statute. Instead, Louisiana Revised Statute § 12:1-206 (2019) notes that bylaws may be adopted by a corporation’s board of directors. However, it would be highly unusual for a corporation to operate without bylaws as they include essential information and procedures for your business.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Louisiana bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, LA Rev Stat § 12:1-1602 (2019) states that bylaws cannot limit the right of shareholders to inspect and copy corporate records as granted by the statute.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Louisiana corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Louisiana organizational meetings?
If the initial board of directors are not named in a corporation’s articles, the incorporators will hold an organizational meeting to elect directors who will complete the organization of the corporation. Election of directors can be held without a meeting if written consent signed by each incorporator is provided. Organizational meetings can be held in or outside of Louisiana.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Louisiana corporation?
To open a corporate bank account in Louisiana, you’ll need to bring the following with you to the bank:
A copy of the Louisiana corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Louisiana Reports & Taxes
In Louisiana, corporations file an annual report each year. In addition, the state has a corporate net income tax and a corporation franchise tax.
What is the Louisiana Annual Report?
The Louisiana Annual Report is a filing you must submit each year. On this report, you will list your business name, your registered agent’s name and address, the names and addresses of your directors and officers, and the signature and title of the person filing the report.
Do corporations file a Louisiana Initial Report?
No. Unlike LLCs, corporations do not file initial reports—although they used to. The statute with this requirement was repealed in 2015, and the state-provided paper articles have been updated so that they no longer include an initial report section.
How much is the Louisiana Annual Report?
The annual report has a flat fee of $30, but you’ll also need to add a $5 convenience fee when filing online.
When is the Louisiana Annual Report due?
The annual report is due on your Louisiana corporation’s anniversary.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Louisiana Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Louisiana corporate taxes?
Louisiana corporations have two more major taxes to contend with: a corporate net income tax and a corporation franchise tax.
The corporate income tax rate varies based on the amount of net income:
4%: $0 to $25,000
5%: $25,001 to $50,000
6%: $50,001 to $100,000
7%: $100,001 to $200,000
8%: over $200,000
The corporation franchise tax is required for any corporation organized under the laws of Louisiana, qualified to do business in the state, exercising a corporate charter in the state, or owning corporate property the state. The franchise tax is $1.50 for every $1,000 of capital employed in Louisiana (up to $300,000); and $3 for every $1,000 in capital exceeding $300,000.
Note that an initial return is required for the corporate franchise tax. This return is due by the 15th day of the third month after your corporation becomes liable for the tax. The initial corporation franchise tax is $110.
The Louisiana sales tax is 4.45%. City, parish and specialty sales taxes can be added on as well, making the average total sales tax 8.936%.
Do corporations have to register with the Louisiana Department Of Revenue?
Yes, if you conduct business in Louisiana, you’re required to register with the Louisiana Department of Revenue. You can register via geauxBIZ or by filing a Louisiana Business Registration Application. You’ll need your EIN before you can register.
Louisiana Corporation FAQs
How can I submit the Louisiana Articles of Incorporation?
You can file Louisiana articles online, or by mail in certain parishes. Mailed filings must be notarized, signed by the registered agent, and submitted to the following address:
P.O. Box 94125
Baton Rouge, LA 70804-9125
You must file your Louisiana business documents online through geauxBIZ in these parishes: Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa and Terrebonne.
How much does it cost to start a Louisiana corporation?
The base filing fee is $75 to file your Articles of Incorporation (plus $5 if paying by credit card). Add $30 for 24-hour expediting, or $50 for processing that takes 2-4 hours.
Hire us for a one-time fee of $305, including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $33 out the door with our VIP monthly payment option.
How long does it take to start a Louisiana corporation?
Filings average 2-4 business days for processing, but can take up to 7 business days. Pay extra for expediting and your documents can be filed in 24 hours or less.
If you hire Northwest to start your corporation, we file online and typically have your Louisiana LLC formed within 2 days.
Does a Louisiana corporation need a business license?
There’s no general, statewide business license required in Louisiana, but some cities and parishes have local requirements. For example, businesses operating in East Baton Rouge Parish file a Business Registration Application to obtain an “Occupational License;” and Orleans Parish requires all businesses to get an “Occupational/General Business License” from the Bureau of Revenue.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Louisiana corporation?
A corporation formed outside of Louisiana—but which conducts business in the state—is considered a foreign Louisiana corporation. For example, if you incorporated in Mississippi but decide to open a storefront in Louisiana, you would be a foreign Louisiana corporation. This also means you would need to register with the state by filing an Application for Authority to Transact Business in Louisiana with the Louisiana Secretary of State. Foreign corporations are required to file the Louisiana Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
How can I get a Louisiana phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Louisiana Incorporation Service
Our Louisiana incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $33 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Louisiana Articles of Incorporation to the Secretary of State’s Commercial Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Louisiana Secretary of State’s Commercial Division has approved your filing, we notify you that your Louisiana corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.