Starting a Corporation in Louisiana | What You Need to Know


Steve Bennett
Steve Bennett
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Start a Corporation in Louisiana

In Louisiana, starting a corporation can benefit entrepreneurs looking to establish a separate legal entity for their business. Incorporating your business provides liability protection for its owners and offers potential tax benefits and a professional image. This comprehensive guide will walk you through Starting a Corporation in Louisiana, from choosing a corporate name to fulfilling ongoing compliance requirements. Some people consider starting a corporation since it has advantages and benefits rather than Starting an LLC in Louisiana.

Webinarcare Editorial Team will help you gain knowledge in starting a corporation with thorough research and market study. It would be best to cross-check all the factors in this article before forming a corporation.

What is a Corporation in Louisiana?

A corporation in Louisiana is a business organization recognized as a separate legal entity from its owners, also known as shareholders. When a corporation is formed, shareholders invest capital by purchasing shares of stock and, in return, become partial company owners. The corporation is managed by a board of directors elected by the shareholders to oversee the company’s operations and make important decisions. Corporations in Louisiana are required to have at least Three directors. One of the main advantages of a corporation in Louisiana is that it provides limited liability protection to its shareholders, meaning their assets are not at risk if the corporation incurs debt or is legally sued.

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Common Types of Corporations

Before you start with a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation

C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation

S-Corporation in Louisiana is set up similarly to a C-corporation but has different tax implications and owner limits. An S-Corporation has no more than 100 stockholders and is not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Nonprofit Corporation

Religious, educational, and charity institutions frequently use nonprofit businesses to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations.

It is recommended to Start a Corporation in Louisiana if you would like to provide limited liability protection to your shareholders rather than Louisiana LLC. However, you may want to consult to LegalZoom’s Business Attorney before starting a business.

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How to Start a Corporation in Louisiana

To start a corporation in Louisiana, you must follow the below steps that, include choosing a corporate name, hiring a Resident Agent, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, and annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choosing a Corporate Name

The first step in starting a corporation is choosing an available name that complies with Louisiana naming rules. Most states require that the name of a corporation be distinguishable from other registered business names and include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof.

Here are some guidelines you must follow while naming your corporation in Louisiana-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

To check the availability of your desired corporate name, you can search the Louisiana Secretary of State‘s business name database and Business Name Search in Louisiana. If the name is available, you may choose to reserve it for a specific period of 60 days by filing a name reservation application and paying the online name reservation fee of $25 and mail name reservation fee of $25. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by three methods, online, by mail, and in person filing., which costs around $75 Filing Fee and $300 for 24-hour Expedited fiiling. In addition, the DBA’s validity in Louisiana is ten years, which you can file in Louisiana Secretary of State.

You can check out How to File a DBA in Louisiana for clearer understanding.

Step 2: Hire a Resident Agent

Hiring a Resident Agent is essential in starting a corporation. Resident Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence on behalf of your corporation. They ensure that your corporation remains compliant with state regulations and requirements. There are Louisiana Resident Agent Services to check in forming Louisiana Corporation. We reviewed some of the best-registered agent services and provided features as an add-on with their packages.

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Step 3: Appointing Directors

Corporations in Louisiana are required to have at least Three directors, though some states may require more. Directors are responsible for overseeing the corporation’s management and making major decisions on behalf of the company. In Louisiana, directors must be at least 18 years old and do not need to be state residents.

When appointing directors, it is essential to consider individuals who are knowledgeable, trustworthy, and capable of making sound business decisions. Maintaining a record of appointed directors, including their names, addresses, and terms of service, is also a good idea.

Step 4: Preparing and Filing Articles of Incorporation

After you appoint the initial board of directors in your Louisiana corporation, the next step is to write and file a Articles of Incorporation. In writing, the Louisiana Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Resident Agent contact information, and the names and addresses of incorporators and initial board members, should be written.

To officially form your Louisiana corporation, you must prepare and file Articles of Incorporation with the Louisiana Secretary of State. The Articles of Incorporation is a legal document that outlines essential information about your corporation, such as its name, address, purpose, and details about its stock.

The specific requirements for Articles of Incorporation vary by state, but generally, the document must include the following:

  • The corporate name
  • The purpose of the corporation
  • The name and address of the registered agent
  • The names and addresses of the initial directors
  • The number of authorized shares and their par value
  • The name and address of the incorporator(s)

Once the Articles of Incorporation are complete, please submit them to the Louisiana Secretary of State’s office, along with the required filing fee. Fees vary by state, but in Louisiana, the Articles of Incorporation filing fee costs around $75 for filing online, fax, in person and by mail. It is crucial to provide accurate and complete information on this document, as errors or omissions may result in delays or rejection of your filing.

  • Online Filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail to State of Louisiana Secretary of State, P.O. Box 94125, Baton Rouge, LA 70804. Drop it off in person to 8585 Archives Ave., Baton Rouge, LA 70809. Fax it to 225-932-5314

Step 5: Creating Corporate Bylaws

Now you are done filing Articles of Incorporation in Louisiana, the next step is to draft corporate bylaws. While not always required by law, creating corporate bylaws is essential in establishing Louisiana corporation. Bylaws are the internal rules and regulations that govern the corporation’s operations and management. They outline the rights and responsibilities of directors, officers, and shareholders and provide guidelines for holding meetings and making decisions.

Key provisions to include in your corporate bylaws may include:

  • The corporation’s purpose and principal place of business
  • The roles and responsibilities of directors, officers, and shareholders
  • The process for appointing and removing directors and officers
  • The procedures for holding annual and special meetings
  • The methods for amending the bylaws and Articles of Incorporation
  • The procedures for issuing stock and maintaining shareholder records

Once the bylaws are drafted, they must be adopted by the corporation’s board of directors. Keeping a copy of the bylaws with your corporate records and updating them to reflect changes in the corporation or applicable laws is essential.

Step 6: Holding the Initial Board of Directors Meeting

The initial board of directors meeting is a crucial milestone for your Louisiana corporation. During this meeting, the directors will adopt the corporate bylaws, elect officers, and make other key decisions to set the foundation for the corporation’s operations.

The agenda for the initial board meeting may include the following:

  • Adopting the corporate bylaws
  • Ratifying any pre-incorporation actions taken by the incorporator(s)
  • Electing corporate officers (e.g., president, vice president, secretary, treasurer)
  • Designating a corporate bank account
  • Authorizing the issuance of stock
  • Approving necessary licenses, permits, and tax registrations

It is essential to keep detailed minutes of the initial board meeting, documenting the decisions made and actions taken. These minutes should be stored with your corporate records.

Step 7: Issuing Stock

Corporations in Louisiana are required to issue stock to their owners, also known as shareholders. When preparing to issue stock, you must determine the number of authorized shares and their par value, as outlined in your Articles of Incorporation. You may choose to issue different classes of stock, each with its rights and privileges, such as voting rights and dividend preferences.

The process for issuing stock typically involves the board of directors approving a stock issuance resolution, determining the price per share, and recording the issuance in the corporation’s stock ledger. Maintaining accurate and up-to-date records of all stock transactions, including transfers and cancellations, is crucial to ensure proper ownership tracking and compliance with securities laws.

Step 8: Obtaining Required Licenses and Permits

Depending on the nature of your corporation’s activities and location, you may need to obtain various licenses and permits to operate legally. These may include federal, state, and local requirements, such as:

  • A Federal Employer Identification Number (EIN) for tax reporting and employee withholding purposes.
  • State sales and use tax registration, if your corporation sells taxable goods or services
  • Professional or occupational licenses for specific industries (e.g., healthcare, construction, food service)
  • Louisiana Business Licenses, zoning permits, and health department approvals

Researching and obtaining all required Louisiana licenses and permits before commencing operations and maintaining compliance with any ongoing renewal or reporting requirements is essential.

Step 10: Registering with State Tax Agencies

In addition to obtaining licenses and permits, your Louisiana corporation may also need to register with various tax agencies. This may include registering for sales and use tax, obtaining an Employer Identification Number (EIN) in Louisiana for payroll tax purposes, and filing state income tax and franchise tax returns.

An EIN will serve as the tax ID for your Louisiana corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Louisiana can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Each state has tax requirements, so consult a tax professional or Louisiana Department of Revenue for guidance on your specific obligations.

Step 11: Annual Reporting and Ongoing Compliance

Once your Louisiana corporation is up and running, you must fulfill ongoing reporting and compliance requirements to maintain good standing. This may include filing Annual Report with the Louisiana Secretary of State, updating your corporate records to reflect changes in directors or officers, and staying current on any required licenses or permits.

In addition, it is essential to stay informed about changes in corporate laws and regulations that may impact your business and to seek professional advice when needed.

Paying Your Taxes in Louisiana

Even if you have established your corporation in Louisiana, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Louisiana has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Louisiana are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Louisiana

In forming a corporation in Louisiana, a filing and Annual fee must be paid. Without it, your corporation won’t operate. A corporation’s initial filing fee may vary from state to state. However, in Louisiana, it costs $75 for filing online, fax, in person and by mail. The corporation in Louisiana also has to file an Annual Report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly.

FAQs

What forms do I need to register my corporation in Louisiana?
You will need to file Articles of Incorporation with the Secretary of State of Louisiana.
Is Louisiana a good state to incorporate in?
Louisiana is a great state to incorporate in as it offers many business-friendly incentives and has a growing corporate climate.
Can I incorporate my business online in Louisiana?
Yes, you can file your Articles of Incorporation online through the Louisiana Secretary of State’s website.
What are the filing fees for registering a corporation in Louisiana?
The filing fee for registering a corporation in Louisiana is $60.
Can I check the availability of my corporation name before registering it in Louisiana?
Yes, you can search for available business names using the Louisiana Secretary of State’s website.
Do I have to have a physical address in Louisiana to register my corporation there?
No, you don’t have to have a physical address in Louisiana to register your corporation there. You can use a registered agent service.
What is a registered agent, and do I need one in Louisiana?
A registered agent is a person or service authorized to accept legal papers on behalf of the corporation. Yes, you need one in Louisiana.
Do I need to file annual reports for my corporation in Louisiana?
Yes, you will need to file an annual report for your corporation in Louisiana with the Secretary of State.
What is the deadline for filing a Louisiana corporation annual report?
The deadline for submitting an annual report in Louisiana is each year by the corporation’s anniversary date.
How much do I need to pay for annual reports for my corporation in Louisiana?
The annual report fee for a corporation in Louisiana is $30.
Are there taxes for corporations registered in Louisiana?
Yes, you will need to pay taxes for your corporation’s income and business transactions in Louisiana.
What is the Louisiana corporate income tax rate?
The Louisiana corporate income tax rate is a flat rate of 8%.
Do LLCs have to pay corporate income tax in Louisiana?
No, LLCs do not pay corporate income tax in Louisiana. They are taxed as pass-through entities.
Can I get support from the Louisiana Small Business Development Center to start my corporation?
Yes, the Louisiana Small Business Development Center offers free one-on-one consulting services and low-cost training options for entrepreneurs.
How long does it take to register a corporation in Louisiana?
It typically takes two to three weeks to register a corporation in Louisiana.
Can I add a new member to my Louisiana corporation after it has been registered?
Yes, you can add a new member to the corporation after registration following proper paperwork procedures.
What do I do if I want to change the name of my Louisiana corporation after it has already been registered?
You will need to file an amendment to the Articles of Incorporation with the Louisiana Secretary of State to change the name of your corporation.
Can I file a DBA for my Louisiana corporation?
Yes, you can file a DBA for your corporation in Louisiana.
Can I be the registered agent myself for my Louisiana corporation?
Yes, you can be the registered agent for your corporation in Louisiana as long you have a physical address in Louisiana.
What is the Louisiana Series LLC, and how does it work?
The Louisiana Series LLC is a type of limited liability company structure that provides liability protection to each individual LLC under it while being managed as a single entity.
How many incorporators do I need to register a corporation in Louisiana?
You need at least one incorporator to register a corporation in Louisiana.
What types of corporations can be registered in Louisiana?
Louisiana allows corporations of various types, including nonprofit, professional, close, and public.
What is a b-file number?
A b-file number is a unique number given to your corporation by the Louisiana Secretary of State’s office once it is registered.
Can an out-of-state corporation register in Louisiana?
Yes, out-of-state corporations can register to do business in Louisiana either as a foreign corporation or by registering a subsidiary.
What are the initial and annual filing requirements for foreign corporations in Louisiana?
The initial and annual filing requirements for foreign corporations in Louisiana are different, check with the Louisiana Secretary of State’s office.
Does Louisiana offer any tax incentives or credits for corporations?
Yes, Louisiana offers tax breaks for businesses that create jobs, invest in research and development, and take part in disaster recovery support.
What is the Louisiana Secretary of State Corporations Division, and what is its role?
The Louisiana Secretary of State Corporations Division is responsible for archiving state-recorded entity paperwork, filing documents for business registration in Louisiana, and tracking Louisiana’s Legal Entities census.
What is a corporation in Louisiana?
A corporation in Louisiana is a legal entity that is incorporated under Louisiana law and is authorized to conduct business activities.
What is the Louisiana corporation law that governs the formation and operation of corporations?
The Louisiana Business Corporation Law (LBCA) governs the formation and operation of corporations in Louisiana.
What are the steps involved in incorporating a business in Louisiana?
The steps for incorporating a business in Louisiana can vary, but generally, they involve submitting the necessary formation documents to the Secretary of State, obtaining any required permits or licenses, and meeting other legal and regulatory requirements.
Can anyone incorporate a business in Louisiana?
Yes, anyone who is at least 18 years old can incorporate a business in Louisiana, regardless of where they live or work.
Do I need to have a physical presence in Louisiana to incorporate my business there?
Not necessarily. You can incorporate a business in Louisiana even if you don’t have a physical office or store in the state. However, you will need a registered agent located in Louisiana to accept legal documents on your behalf.
What is a registered agent in Louisiana?
A registered agent is an individual or entity who is designated to receive legal documents and other official correspondence on behalf of a corporation.
Can I be my own registered agent in Louisiana?
Yes, you can serve as your own registered agent in Louisiana if you have a physical address in the state where you can accept legal documents.
What are the advantages of incorporating a business in Louisiana?
Some advantages of incorporating a business in Louisiana include limited liability protection, potential tax benefits, and greater credibility in the eyes of investors and customers.
Are there any downsides to incorporating a business in Louisiana?
One potential downside of incorporating a business in Louisiana is the cost of compliance with state regulations, such as filing annual reports and paying corporate taxes.
Can I incorporate my business in Louisiana online?
Yes, you can file for an incorporation online at the Louisiana Secretary of State’s website.
How much does it cost to incorporate a business in Louisiana?
The cost of incorporating a business in Louisiana depends on several factors, but generally ranges from a few hundred to a few thousand dollars, depending on the complexity of the business structure and the legal and regulatory requirements.
How long does it take to incorporate a business in Louisiana?
The time it takes to incorporate a business in Louisiana depends on various factors such as the completeness of your documents. Generally, the entire process may take between 7 -10 business days.
Do I need an attorney to incorporate my business in Louisiana?
You don’t need an attorney to incorporate your business in Louisiana, but legal help may make the process easier as the regulations can get complex.
What types of business structures can be incorporated in Louisiana?
Any kind and any industry or sector of businesses could be incorporated in Louisiana. You can form a C corporation, S corporation, or Limited Liability Company (LLC), among others.
Can I reserve a company name in Louisiana before incorporating my business there?
Yes, you can reserve a company name in Louisiana before incorporating your business to avoid others from occupying a highly sought-after business name.
Do I need a business license to incorporate my business in Louisiana?
Yes, you will need required business licenses and permits that are specific to your business activities and industry after incorporating in Louisiana.
Do I need an EIN before incorporating a business in Louisiana?
No, but before starting a business, you need an EIN if you want to hire employees or want to file tax returns.
As a Louisiana resident, can I file for incorporation online?
Yes, Louisiana secretary of states allows the residents to apply for incorporation online. You do not need to visit the office in person.
Will I need an operating agreement for my Louisiana corporation?
If you are setting up for a Louisiana LLC, you will need to have an operating agreement. There is no law requiring you to sign one for other Louisiana corporation structures but highly recommended.
What are Louisiana franchise taxes?
Louisiana franchise taxes are yearly fees paid by all entities present in Louisiana as a requirement to be allowed to do business and can have impacts on the profits.
Do I need any local license or permit for my Louisiana incorporation?
Certain roles are needed to fulfill local responsibilities, check whether your city and country mandates any permits.
What is an annual report in Louisiana?
Every year, the Louisiana secretary of state would need to lodge an annual report of your business in Louisiana. It could create administrative shocks if it is not completed.
Can I incorporate my Louisiana business in another state with better commercial advantages?
You could but most of the advantages of incorporating your business would only activate in Louisiana business territory.
What are some tips to manage Louisiana annual reports as a corporation?
Incorporating your company with a TIN number, following up with the Secretary of the state website, earmark time for completing these formalities sooner.
What does it mean for my Louisiana company to qualify as a foreign enterprise?
If your business is incorporated outside Louisiana, you need to authorize operating inside Louisiana through a foreign registration to legally conduct any sales, your company’s products, or services.
Can I dissolve a Louisiana registered corporation?
Yes, you need to submit an application to the Secretary of State to wind down and finalize the dissolution process.
What is a Certificate of Good Standing, and do I need one for my Louisiana corporation?
Federal and state government eligibility permit of Good Citizenship is a ‘Certificate of Good Standing.’ It means your company has ‘legal citizenship,’ and this certification may be necessary for enterprises that are looking to increase funds, legally verify their activities.
How can I conduct official endeavors on behalf of my Louisiana corporation?
A Louisiana corporation, duly registered by the Secretary of State, an agent may manage official responsibilities or ordinary legal documents or regulatory notices appearing from various Louisiana organizations procured through legal means. The presence of a local registered agent simplifies communications for more real actionable authority.

Also Read

How to Save Money While Forming Your Louisiana Corporation

One of the most significant costs associated with forming a Louisiana corporation is filing fees with the Secretary of State’s office. These fees can vary depending on the type of corporation you are forming and the services you require. To save money on filing fees, it is essential to carefully research what is required for your specific corporation type and only pay for the services you need.

Another way to save money when forming a Louisiana corporation is to handle as much of the paperwork and filing process yourself as possible. While hiring a lawyer or third-party service to assist with the formation process can be helpful, it can also be costly. By taking the time to familiarize yourself with the necessary paperwork and requirements for forming a corporation in Louisiana, you can save a significant amount of money on legal fees.

It is also important to consider the ongoing costs associated with maintaining a Louisiana corporation. Annual report filing fees, franchise taxes, and other operational expenses can quickly add up over time. To save money on these ongoing costs, it is crucial to stay organized and keep track of important deadlines to avoid late fees or penalties.

Furthermore, when it comes to choosing a registered agent for your Louisiana corporation, it is important to consider cost-effective options. While hiring a professional registered agent can provide peace of mind and ensure compliance with state regulations, it can also be expensive. By exploring alternative options such as serving as your own registered agent or using a virtual registered agent service, you can save money while still meeting legal requirements.

In addition to saving money on formation and ongoing operational costs, there are other ways to cut expenses when starting a Louisiana corporation. For example, consider whether you truly need to incorporate a business immediately or if starting as a sole proprietorship or partnership first could save you money in the short term. By taking the time to evaluate your business needs and goals, you can determine the most cost-effective approach to forming your corporation.

Overall, saving money while forming your Louisiana corporation requires careful planning, research, and attention to detail. By taking the time to understand the costs associated with forming and maintaining a corporation, exploring cost-effective options for services such as registered agents, and evaluating your business needs, you can successfully save money during the formation process. With a little foresight and due diligence, you can embark on your entrepreneurial journey without breaking the bank.

Conclusion

Starting a corporation in Louisiana involves several critical steps, from choosing a corporate name to fulfilling ongoing compliance requirements. Following the steps outlined in this guide and seeking professional advice when needed, you can successfully establish your Louisiana corporation and enjoy the benefits of limited liability, potential tax savings, and a professional business image.

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