Louisiana Incorporation

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How to Incorporate in Louisiana

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If you’re looking to incorporate in Louisiana, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Transmittal Information cover form
  • Form 399: Articles of Incorporation for Louisiana Business
  • Form 341: Domestic Business Corporation Initial Report
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form R-16019: Application for Louisiana Revenue Account Number
  • Incorporation: $75 + optional $30-$50 expedite fee
  • Incorporation: ~1 week. ~24 hours for $30 expedite fee. While-you-wait with in-person filing for $50 expedite fee.

How to Incorporate in Louisiana

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Louisiana".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Louisiana".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Louisiana Business Filings Search
Name Reservation:
Optional
Suffix:
The corporate name, except in cases of railroad, telegraph and telephone corporations, shall contain the word "Corporation", "Incorporated" or "Limited", or the abbreviation of any of those words, or may contain instead the word "Company" or the abbreviation "Co." if the latter word or abbreviation is not immediately preceded by the word "and" or the symbol "&". Louisiana RS §12:23
3 Appoint a Registered Agent

Identify the corporation’s Louisiana registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Louisiana Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Louisiana Secretary of State - Commercial Division
Form:

Articles of Incorporation Louisiana Business

Filing method:

Mail, fax, in-person, or online

Agency fee:

$75 + optional $30-$50 expedite fee

Turnaround:

~1 week. ~24 hours for $30 expedite fee. While-you-wait with in-person filing for $50 expedite fee.

Law:

Louisiana RS §12:1 et seq.

Notes:

When filing by mail, include:

  • Transmittal Information cover form
  • Form 399: Articles of Incorporation for Louisiana Business
  • Form 341: Domestic Business Corporation Initial Report
  • Notarized signature
  • Filing fee
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Every corporation shall keep at its registered office, or at its principal place of business in or outside of this state: (1) Books and accounts showing the amounts of its assets and liabilities, receipts and disbursements, and gains and losses; and (2) Records of the proceedings of the shareholders, of the directors, and of committees of the board.
Louisiana RS §103

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The by-laws may contain any provision relating to the business of the corporation, the conduct of its affairs, its rights or powers, or the rights or powers of its shareholders, directors or officers, not inconsistent with law or the articles (Louisiana RS §28). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: Number fixed in articles of incorporation or bylaws.
  • Qualifications: None.
  • Quorum: Majority of the directors.
  • President, Secretary, and Treasurer required. One person can be any two of these.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get Louisiana State Tax Identification Numbers/Accounts

Louisiana offers a consolidated state tax registration application.

Submit to:
Louisiana Department of Revenue
http://www.rev.state.la.us/
Form:
Form R-16019: Application for Louisiana Revenue Account Number
Filing Method:
Mail or online
Fee:
$0
Turnaround:
~3 business days online or ~4-6 weeks by mail
11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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