Incorporating in Louisiana doesn’t have to be the
daunting task that it appears. In fact, with CorpNet’s
assistance, you can be on your way to establishing your
corporation in no time.
The authority for incorporating in Louisiana falls under the Secretary of State, Commercial Division. This Division also maintains all of the corporate filings of record. The main location is in Baton Rouge. It is very important to select the proper business structure when you are considering your business. This is actually one of the most important decisions that you will make and each one has its own set of advantages and disadvantages. The various types of business structures available are Domestic Corporation, Domestic Limited Liability Company, Domestic Partnership, Foreign Corporation, Foreign Limited Liability Company, Foreign Partnership, Limited Liability Partnership, Collection Agency, and Cable & Video Franchise. Other permits and licenses may be required at the county or the city level in Louisiana.
Five basic steps to incorporate in Louisiana
Incorporation in Louisiana begins with reserving an entity or corporate name. This vital step avoids name duplication. First, search to make sure your company name is available. You can use the free CorpNet company name search.
The name must be discernible from any other registered Iowa business entity and any reserved names that exist on record. The name must not include any language that states or implies that the corporation is structured for a reason other than that allowed by state law and its articles of incorporation. It also can not contain the name of any public park, playground, or other public facility in conjunction with the word “foundation”, “benefit”, “philanthropic”, “benevolent”, “endowment”, or “fund”. No corporate name can contain the phrase “doing business as” or the abbreviation “d/b/a”. “engineer”, “engineering”, “surveyor”, or “surveying”.
Additionally, the name should contain one of (or an abbreviation of) the following endings: “Incorporated,” “Corporation,” “Company,” or “Limited.” On the other hand, LLC’s cannot contain the words “Corporation”, “Incorporated”, “Limited Partnership” or the abbreviations “Corp.”, “Inc.” or “L.P.”
DBAs, or fictitious names, are not filed with the Secretary of State. Instead, they are done at the parish level and are then filed at the county clerk’s office.
Register your corporation (or LLC) with the Secretary of State. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization. For foreign businesses (see below for more information) there are additional forms to be filed. Louisiana also requires that an initial report be filed with the articles of incorporation. The report has to include the physical address of the registered office, the directors that are named in the articles, and the name of the registered agent.
Entity professional licenses are required for corporations, LLCs, LLPs and LPs in some professional categories. You should make certain that you have the proper licenses before conducting any business.
Conduct the first executive meeting for the corporation or LLC and approve the Bylaws (corporations) or Operating Agreement (LLCs). This is an official meeting and must be recorded in view of that. (See section below about officers and documentation.)
Apply for a Federal Employer Identification Number (EIN) under the corporate name. This is received through the IRS. You will also have to organize a bank account under this number for the corporation’s accounting purposes. Your financial institution will request a copy of the EIN as well as a certificate of registration from the Secretary of State.
Foreign and Domestic Corporations
Basically, a domestic business organization is one that is formed in Louisiana. Conversely, a foreign business organization that operates in the state of Louisiana is one that was established elsewhere.
If you are registered to do business in another state and want to be eligible to start a corporation in Louisiana, you will have to submit either the Application of Foreign Corporation for Certificate of Authority or the Application of Foreign Limited Liability Company for Certificate of Authority. You must also submit a Certificate of Good Standing or Existence from the secretary of state of the state that you are registered in. The certificate has to be less than 90 days old.
Officers and documents
A corporation must have a minimum of one director. No director is able to serve more than 5 years in a single term. The director has to be a natural person, although other qualifications might be set forward by the bylaws. The number of shares and rights of each class that the corporation is allowed to issue should be included in the articles of incorporation. In addition, the par value of the shares, if there’s only one class, has to be included in the articles as well.
The board of directors must elect a president, secretary, treasurer and one or more vice presidents. If the officers are listed in the articles or an adjustment to them, a non-post office box address must be listed for every officer. All officers are able to hold more than one office in the Louisiana incorporation, as long as no officer signs a certificate or other legal document in more than one position.
A corporation must also have a registered agent. A registered agent can be an individual or a corporation depending on the business organization. Regardless, they must be designated by the entity to accept official correspondence from the state of Louisiana. The registered agent can be a resident the state, or they can be a Louisiana profit or nonprofit corporation, or even a foreign profit or nonprofit corporation that is eligible to conduct business in the state. The majority of business organizations that conduct business transactions are required to have a registered agent.
Articles of Incorporation – This is the articles of incorporation filed with the Secretary of State. For foreign corporations, the filing is called: Application for Certificate of Authority.
Application for Reservation of Name – This form results in a name search and reserves a business name for 120 days.
Articles of Amendment – This is one of several forms used to alter or modify information about the corporation.
Change of Registered Office or Agent – You are able to add or delete a registered agent by filing the Change of Registered Office or Agent form. You can also add or delete a manager or officer by filing either the Notice of Change of Member/Manager form or the Notice of Change of Officer/Director form, depending on which one is relevant in your situation.
Affidavit to Dissolve – Used to dissolve a corporation. There are other forms required for mergers and consolidation.
Forming a corporation online
Incorporation in Louisiana can seem like a daunting enterprise. However, it is very possible to incorporate online by just filling out the right forms in the accurate order and this can be handled distantly through our services. We supply entire packages to start your corporation or LLC without doing away with important steps or documents. Mistakes can be costly and time consuming.
Incorporating online is as simple as providing some key information and deciding which type of corporation best fits your needs. CorpNet is there to help you start a corporation in Louisiana and one-year Registered Agent Services is standard in our packages. We also include limitless customer support.