How to File a Louisiana LLC or Corporation Amendment

Discover why amending your Louisiana Articles of Organization or Articles of Incorporation is essential for compliance and adaptability. Explore our guide below for expert insights.

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Do you have a Louisiana limited liability company (LLC) or corporation and think it’s time to switch things up? You’re free to make changes to your company, but you have to notify the state about certain changes to remain legally compliant. Read on to learn how to keep the state up to date about your business by filing an amendment to your Louisiana LLC’s Articles of Organization or your corporation’s Articles of Incorporation and our services that can help.

Amending a Louisiana LLC Articles of Organization

If you need to make changes to a Louisiana LLC, we’ll show you how in this section. If you need to make changes to a Louisiana corporation, keep scrolling to the section titled, “Amending a Louisiana Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Louisiana, you need to file the Articles of Organization with the state to formally create your LLC. Technically, until you file this form, your LLC doesn’t actually exist. In your Articles of Organization, you must include:

  • Your LLC’s name
  • Your LLC’s purpose (you can just say that the LLC’s purpose is to engage in lawful activity)
  • A statement about whether your LLC is a low-profit LLC 

While not required, you can include additional information, such as LLC management and membership information and a dissolution date. You’ll fill in some other information, such as your registered agent, on your Initial Report instead of the Articles of Organization.

Generally speaking, if you need to amend any of the information you included in your Articles of Organization, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Louisiana LLCs use the Articles of Amendment to make changes to their formation documents. But before you jump into the filing process, it’s helpful to narrow down what you’re going to change and ensure you have all that information on hand. You can make a variety of changes in the Articles of Amendment, including your business name, changing from a low-profit LLC into a standard one, the stated business purpose, and more. Note that if you’re changing your registered agent information, you’ll use a different form.

Let’s say you’re going to be changing your business name. Before you file, you’ll need to confirm what your old name was, and you’ll need to get the correct spelling and business designator for your new name, too. The amendment form also asks for information about how your amendment was approved, so make sure you have those details, too.

Gathering this information and supporting documentation before you file can help streamline the paperwork process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Louisiana, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Keeping the information in your Articles of Organization current keeps your business legal so you can enjoy the protections and benefits of your LLC. Keeping the information in your Initial Report updated serves the same purpose. 

Without filing a Louisiana LLC amendment, you run the risk of your company becoming invisible to potential patrons and investors. If you included rules about LLC management in your Articles of Organization and you want to change them, it’s important to amend them as well. 

In your Initial Report, you provide information about your registered agent, registered office, and location. These pieces of information help ensure that you receive important legal notices and business documents in a timely manner. If you don’t report changes to this information, you risk missing important legal and business deadlines or notices. If you need help finding a registered agent who works for your business’s needs, you can use our Louisiana registered agent service to help you find one. 

Step 3: File your Articles of Amendment with the Louisiana Secretary of State

Now it’s time to file the paperwork. Louisiana allows you to file this form online through GeauxBIZ or by mail or in-person drop-off using a paper form (please note that Louisiana requires certain counties/parishes to file online, so check their website to be sure). No matter how you’re filing, you’ll draft the Articles of Amendment with the information you gathered in step 2.

At the time of this writing, there’s a $100 fee for this filing. Once your paperwork is processed, your amendment will go into effect.

Amending a Louisiana Corporation Articles of Incorporation

Need to make changes to a Louisiana corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Louisiana, a corporation first comes into existence when it files the Articles of Incorporation. Technically, until this form is filed, the corporation won’t exist. This form asks for a variety of information about your business, including:

  • Business name
  • Purpose of business
  • Duration of business
  • Number of shares the corporation may issue
  • Name and address of each incorporator
  • Address of initial registered office and initial principal office
  • Name and address of initial registered agent
  • Names and address of initial directors
  • Agreement to liability protection

Generally speaking, if you need to make changes to this information, then you’ll need to file Articles of Amendment.

Step 2: Identify and gather the information you need to amend

Louisiana doesn’t provide a fill-in version of the Articles of Amendment; you’ll need to draft your own. But in your drafted articles, you’ll need to include some basic information, including your company name, the amendments you’re making, the date each amendment was approved, and how each amendment was approved. Before you dive into the paperwork step, you’ll want to gather this information.

For example, if you’re going to be updating the number of shares your corporation is allowed to issue, then you’ll need to confirm the number you originally had as well as the number of shares and classes that you’re adding. That way, you can provide the right wording for the amendment.

Gathering all the information before you start the filing process will help streamline your paperwork.

Step 3: File your amendment with the Louisiana Secretary of State

Now it’s time to file your paperwork. Louisiana allows you to file online through GeauxBIZ or by submitting a paper form by mail or in-person drop-off to the Secretary of State’s office. Either way, you’ll need to fill in the form with the information you gathered in step 2.

At the time of this writing, this form costs $75 to submit. Once the form is processed, your amendment will go into effect.

Louisiana Articles of Amendment vs. Statement of Correction

While Louisiana law requires you to file Articles of Amendment to correct any false or inaccurate information in your Articles of Organization or your Articles of Incorporation, you can correct signing or record errors in any of your business documents by filing a Certificate of Correction (i.e., Statement of Correction). You file your Certificate of Correction with the Secretary of State and you need to include:

  • The title of the document you’re correcting
  • Names of all parties to the corrected document
  • The date your LLC filed the document you’re correcting
  • The original and corrected provisions in the document
  • A statement regarding how the signing of the document was defective (if applicable)

Depending on who manages your LLC, your Certificate of Correction needs to be signed by a member or a manager. You can file your Certificate of Correction by mail or in person, and the current filing fee amount is available on the Secretary of State’s website. 

Louisiana Articles of Amendment vs. Change of Registered Office or Agent

If you’re simply changing your registered agent, you’re not going to file the full Articles of Amendment. Instead, you’ll need to file the Change of Registered Office or Agent form. This particular filing is cheaper than a full amendment, but it only addresses the agent changes.

If you need to make changes to other information, you’ll need to file the full Articles of Amendment.

Louisiana Articles of Amendment vs. Change of Directors/Members

If you need to make changes to your LLC’s member information or the information for your corporation’s directors or officers, you won’t use the Articles of Amendment to make that change. Instead, LLCs use the “Change of Members and/or Managers” form and corporations use the “Change of Directors and/or Officers” form.

If you need to make other changes as well, you’ll need to file both the Articles of Amendment to cover those larger updates.

Rely on us to keep your Louisiana business current

Using all resources available to you is one of the best ways to run a successful and stress-free business. We offer several services to help you keep your business running smoothly. These services include our Worry-Free Compliance service and our amendment filing service. Our Worry-Free Compliance service handles up to two amendments for you per year, and our amendment filing service prepares and submits certain changes to your business information on your behalf. 

FAQ

  • No, generally you just need a proper vote from your members and a signature by an authorized party (typically a manager, member, or director). If you need to change your registered agent, you need an affidavit from that agent, a notarization, and the notary’s information.

  • With Articles of Amendment, you can report name changes, corrections to incorrect or false information in the Articles of Organization/Incorporation, changes in low-profit LLC status (LLCs), and any information members or owners want to change to properly reflect their agreements.

  • No. Louisiana annual reports require you to provide information about your members, registered agents, and registered office. Articles of Organization or Articles of Incorporation don’t require this information, so you generally don’t need Articles of Amendment to change it. Also, you file annual reports on your LLC or corporation’s anniversary date, but you file Articles of Amendment whenever there’s a change.

  • If you pay an additional expedited filing fee, the Secretary of State processes your information within 24 hours. Otherwise, the process takes longer.

  • If you leave a mailing address or telephone number with the Secretary of State, you can receive a notification when the processing of your Articles of Amendment is complete.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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