How to File Articles of Incorporation in Louisiana

If you’ve decided that a corporation is the right structure for your business, filing Louisiana Articles of Incorporation is an essential step in your journey. This paperwork is processed by the Louisiana Secretary of State, Commercial Division, and is governed by Louisiana Revised Statutes, 12:1-202. In addition, the information you provide will be available to the public.

Before taking this step, make sure you understand everything else needed for your Louisiana incorporation. Then read this guide for details about the information required and where to file your Louisiana Articles of Incorporation.

How to Complete the Louisiana Articles of Incorporation Form

Louisiana allows corporations to file online, by mail, fax, or in-person with a printout of the completed papers. However, some parishes only allow online filing, so make sure you check the updated list on the Secretary of State website before obtaining paper forms.

The online filing system, geauxBIZ, streamlines the process by using one form for incorporation and registration with the Louisiana Secretary of State, the Department of Revenue (for tax purposes), and the Workforce Commission. Although the online Articles of Incorporation form is essentially the same as the paper form, businesses will need tax information, including an Employer Identification Number (EIN), to complete other parts of registration.

Articles of Incorporation Louisiana Business

The paper form for domestic (in-state) for-profit companies is known as Articles of Incorporation Louisiana Business. The form contains the minimum provisions for filing. Other provisions may be advisable or necessary depending on the corporation’s needs, so you may want to consult an attorney.

The form asks for the following information:

• State.

• Parish.

• Name: In Louisiana, your business name must be unique. It also needs a relevant designator: “corporation,” “incorporated,” “company,” “limited,” or one of these abbreviations: “corp.,” “inc.,” “co.,” or “ltd.” Louisiana has several words that are restricted or prohibited, including those that comprise “immoral, deceptive, or scandalous matter.” If you have the perfect name, you can reserve it for up to 120 days while you complete other steps towards incorporation. ZenBusiness’s name reservation service can take care of this paperwork for you.
• Purpose: You can choose the generic purpose, which states you’re conducting lawful business and activities under Louisiana law. Or, if you have limited corporate activity, describe the purpose specifically.
• Duration: How long will your business run? Perpetually is a valid answer.
• Number of shares: You must create at least one share.
• Name and address of each incorporator: You need at least one incorporator.
• Street address: You need the initial registered office and initial principal office addresses.
• Name and street address of initial registered agent: ZenBusiness has a registered agent service with agent providers that can meet this legal requirement by receiving legal notices and official Secretary of State mail on your behalf and forwarding it promptly for your attention.
• Names and street addresses of initial directors: You need at least one director.
• Protection against liability: This is optional. If you leave this question blank, the officers and directors may be protected against liability pursuant to R:S: 12:1-832. There’s also the option to limit or reject liability protection.
• Other provisions: This is optional, but can include any provisions permissible by law. Corporations often use this section for information about classes or series of shares.
• Notarization: Paper filings must be notarized.
• Registered agent’s signature: Your registered agent must sign the form, and this must be witnessed by a notary.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry Free Compliance service to put your mind at ease and focus on what’s important.

Application for Authority to Transact Business in Louisiana

Foreign (out-of-state) businesses that want to conduct business in Louisiana must complete an Application for Authority to Transact Business in Louisiana. Many of the questions are similar to the ones asked in the Articles of Incorporation. The following questions differ:

• Corporation name: This must be identical to the name on your Certificate of Good Standing.
• Previous name: If your name has previously operated under a different name.
• Principal address: The company’s main address in the state or country where it was incorporated.
• Federal Tax Identification Number: This is technically optional, as the Secretary of State won’t reject the application if it isn’t included.
• Principal Business Office: This is optional. If you don’t have one, the address of your registered agent is considered to be the principal business office.
• Nature of business: Type of business to be transacted in Louisiana.

Other questions regarding the names of directors, registered agent details, and the street addresses of the businesses are the same as the questions asked in the Articles of Incorporation. Once again, the registered agent must sign the form and have it notarized.

Include supplemental forms

Anyone filing paper forms in Louisiana must include a transmittal form. This asks for information about the person filing the form, as well as the level of service required and payment information.

Foreign corporations must also attach a Certificate of Good Standing (also known by other names in other states, such as Certificate of Existence or Certificate of Status) from the jurisdiction where the company originally incorporated. It must be dated less than 90 days prior to submission.

How to Submit the Form

There are separate fees for filing Articles of Incorporation and an Application of Authority to Transact Business. Payments can be made by check or money order if submitted by mail. Credit card payments can be made online and are subject to a small statutory convenience fee.

The details for filing are:

• Mail:
  Commercial Division
  P.O. Box 94125
  Baton Rouge, LA 70804-9125
  Fax: (225) 932-5314
• In-person:
  8585 Archives Ave.
  Baton Rouge, LA 70809

Business hours for in-person filings are Monday to Friday, 8 a.m. to 4.30 p.m.

The Secretary of State doesn’t provide a turnaround time for routine filings, but it does note that all business organization documents are expedited, meaning that they’re processed before other documents received on that day.

There are also rushed filings available. In-person filings can be processed while you wait for an additional fee. There is also a 24-hour turnaround service available for an additional fee. ZenBusiness has a fast formation service that can help you get incorporated sooner.

Conclusion

Filing for incorporation in Louisiana can be complicated, but it does offer your business many benefits. In addition to protection from liability and certain possible tax benefits, it’s easier to sell a corporation or transfer ownership when you’re ready to take retirement. ZenBusiness has business formation plans that can help organizations of any size complete and file Articles of Incorporation in Louisiana.