How to Incorporate in Louisiana (May 2024 Update)

Incorporating a business in Louisiana can provide several benefits such as liability protection, tax advantages, and increased credibility. The process typically involves choosing a business structure, naming your corporation, appointing a registered agent, filing articles of incorporation, obtaining an EIN, meeting additional requirements, and staying compliant after incorporation. This comprehensive guide will walk through each step to make incorporating in Louisiana simple.

Choosing a Business Structure

When starting a business in Louisiana, one of the first decisions you’ll need to make is which business structure to form. The most common structures for incorporating in Louisiana are:

• C Corporation (C Corp): This is the standard corporation structure. C corps are taxed separately from their owners and shareholders face double taxation. C corps allow for unlimited ownership through stocks and can raise funds via public stock offerings.
• S Corporation (S Corp): An S corp is a corporation that elects pass-through taxation. This avoids the C corp double tax. Profits/losses pass directly to owners’ personal tax returns.
• Limited Liability Company (LLC): An LLC protects personal assets similar to a corporation but enjoys pass-through taxation like an S corp. LLCs are easier to run than corporations with less stringent compliance.

Factors to consider when choosing a business structure include:

• Ownership/Transferability of Shares: C corps allow unlimited shareholders. S corps limit shareholders. Single-member LLCs only have one owner.
• Taxes: C corps face double taxation. S corps and LLCs enjoy pass-through taxation. The ability to deduct losses also varies.
• Liability Protection: C corps, S corps, and LLCs all protect personal assets from business debts/lawsuits.
• Maintenance Requirements: Operating an LLC is simpler than meeting corporate compliance regulations.
• Raising Investment Capital: C corps can sell public stock offerings to raise funds from outside investors which LLCs and S corps cannot.

Consult an accountant or attorney when deciding between an LLC vs S corp vs C corp for your Louisiana business.

Naming Your Louisiana Corporation

The name you choose for your Louisiana corporation must follow the Secretary of State’s naming guidelines:

• Include a corporate designation like: Corporation, Incorporated, Company, or Limited (or abbreviations like Corp., Inc., Co.).
• Distinguishable from names already on file with the state.
• Not suggest an unlawful/misleading purpose or entity (e.g. inferring non-profit status).

You should also check name availability by searching the Secretary of State’s database. Consider reserving your name to prevent others from using it during formation. You can reserve a name for 120 days for a $25 fee.

If starting a business website, check domain availability too so you can use a consistent business name online.

Appointing a Louisiana Registered Agent

Louisiana corporations must have a registered agent on file who is responsible for receiving important legal/tax documents and forwarding them to the company. This person or entity must:

• Be 18+ years old
• Have a physical Louisiana address
• Be available during normal business hours

A registered agent service or individual manager/owner can fill this role. Using a registered agent service ensures you never miss an important document that gets mailed to your company.

Filing Articles of Incorporation in Louisiana

To legally form your Louisiana corporation, you must file articles of incorporation with the Secretary of State. This public document includes:

• Your corporation's purpose and duration
• Total shares and classes the company is authorized to issue
• Registered agent’s name
• Incorporator's name

You will also need to file an initial report listing your corporation's directors. The $75 filing fee (plus $15 expedited) can be submitted online through GeauxBIZ or mailed/delivered. Filing articles of incorporation officially forms your Louisiana corporation which leads to additional requirements.

Obtaining an Employer Identification Number (EIN)

Nearly all incorporated businesses require a federal employer identification number (EIN) which serves as a business's tax ID number or social security number. An EIN is mandatory if you hire employees. You also need one to open a business bank account and file tax documents.

As part of Louisiana’s incorporation process on GeauxBIZ, you can get an EIN automatically. Otherwise apply directly through the IRS which quickly issues EINs for free.

Meeting Additional Louisiana Incorporation Requirements

Although optional, all newly incorporated Louisiana businesses should:

• Create corporate bylaws outlining company policies for operations and governance.
• Hold an initial board meeting to appoint directors, officers, adopt bylaws/policies and issue initial stock shares if applicable. Detailed meeting minutes should be kept.

Ongoing corporate compliance is also crucial after incorporating your Louisiana business.

Staying Compliant After You Incorporate in Louisiana

To keep your corporation in good standing you must adhere to state and federal regulations including:

State Requirements:

• File annual report: $30 fee
• Pay franchise taxes
• Maintain registered agent

Federal Requirements:

• Keep proper company records
• Report employee payroll taxes
• File business tax returns

Failing to stay compliant could result in penalties, fines, or worse - administrative dissolution of your Louisiana corporation. Stay up to date on all mandatory filings and corporate formalities.

Conclusion

Incorporating a business in Louisiana has many advantages for larger companies. Follow the steps covered in this guide including choosing a business structure, naming your corporation properly, designating a registered agent, filing formation documents with the state, obtaining an EIN number, meeting additional requirements, and staying compliant through maintaining corporate formalities and filings after incorporation.