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Louisiana attracts people from around the world with its music, food, culture, and, of course, Mardi Gras. And where you have people, you have business opportunities. A great way to capitalize on those opportunities in the Pelican State is to start a Louisiana LLC.
A limited liability company (LLC) is a popular type of business entity because it combines the tax benefits and flexibility of a sole proprietorship with the liability protection of a corporation. In most cases, the owners of an LLC (who are called “members”) and their personal assets are protected from the liabilities and debts of the business.
But starting a Louisana LLC isn’t necessarily a king cake walk. Louisiana offers a lot of wonderful things to its residents, but it also offers an excessive amount of red tape.
That’s where we come in. In this article, we’ll show you how to get an LLC in Louisiana, and we’ll also point you to some of our services that can make the whole process a lot easier.
Before we get started, we want to let you know that this guide is for only domestic (in-state), for-profit LLCs. If you want to start a foreign (out-of-state) LLC, a low-profit LLC, a corporation, a foreign corporation, or some other business entity, you may need to follow different steps that we don’t cover in this article. But if you’re ready to form a domestic LLC in Louisiana, you’re in the right place.
LLC requirements vary state by state so it’s important that you are well-versed in Louisiana laws before proceeding. Generally, it comes down to these steps:
If you want to create an LLC in Louisiana, you have to get comfortable with paperwork. You’ll need to submit initial paperwork to register your LLC with the Louisiana Secretary of State (SOS), and you’ll need to submit reports to the SOS on a yearly basis. Your paperwork helps the state keep track of your business and make sure it’s in line with the law. Your registration paperwork also helps potential patrons confirm your business’s existence and good standing.
There’s plenty of preparation work to do before you form your LLC. This preparation work includes choosing a name for your LLC, appointing a Louisiana registered agent, and filing Articles of Organization and an Initial Report with the Louisiana Secretary of State.
What we’ve mentioned thus far sounds like a lot, but don’t worry. We’re about to break down starting an LLC in Louisiana step by step. These steps can help you whether you’re setting up shop in the bayou or negotiating deals in the French Quarter. And once you’re ready to start, we have multiple services to make the process much easier than doing it alone.
Each business has different needs, but there are five main steps to opening an LLC in Louisiana. Let’s take a look.
Begin by giving your LLC a name. When you start an LLC in Louisiana, you have to let the government and the public know who you are. Your LLC’s name must go on your business formation paperwork before you submit it.
When choosing a name, your LLC must comply with Louisiana naming rules for LLCs. Otherwise, your Louisiana LLC filing will be rejected.
Let’s start with the rules you must follow when naming a Louisiana LLC. Your official LLC name must comply with the following:
For a complete list of Louisiana naming rules, see Louisiana RS §12:1306. Despite these regulations, you still have plenty of freedom to be creative when naming your new venture.
Once you have a business name you like, most states give you the option to reserve it for a set amount of time for a small fee. This is ideal if you’ve found the perfect name but aren’t quite ready to file the rest of your LLC paperwork.
Louisiana is different, though. If you’re filing online, you’re required to reserve your name before completing your Articles of Organization. You’ll do this through “geauxBIZ,” Louisiana’s online system for registering new businesses.
You’ll first need to create a geauxBIZ account. From there, you’ll follow the online instructions to reserve a business name. The reservation is good for 120 days and costs a small fee. The reservation can be expedited for an additional fee.
The upside to this is that this system allows you to know for certain that your desired LLC name is available before you file your Articles of Organization, thus eliminating the possibility of the filing being rejected for having an unacceptable name.
If you’d like some help with this, our Name Reservation Service takes the worry out of keeping your desired business name available. We make sure the name you want is available and reserve it for you so no one else can use it for 120 days. With our help, you can have time to put your new LLC in order while keeping your name.
Before you make a final decision on your business name, though, you still have more factors to consider.
Few things happen today without the internet. The success of your business can hang on an attractive and easy-to-find website. If your domain name doesn’t mesh well with your LLC’s name, patrons will likely have trouble finding you online, and that means less money. These are factors to think about when naming your business and choosing available domains.
Your LLC’s online presence is vital. That’s why you want to make sure that you choose an LLC name that matches an available domain name for your business. If there’s no connection between your domain name and your official name, you’re likely to have patrons who either can’t find you online or can’t find your storefront.
What’s the best way to make sure that you have a good domain name and official LLC name combination ready for your business? Preparation is key. We can help you prepare with our Domain Name Search Tool and our Louisiana Business Entity Search. Once you find a good combination of available names, our Domain Name and Name Reservation Services can help you reserve both names. We can also help you build your business’s website.
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Even if the SOS approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly check to see if your business name isn’t trademarked is difficult because there’s no one central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.
You can take some measures yourself, like searching the trademark database on the United States Patent and Trademark Office website. This can help you determine if someone’s already claimed a federal trademark on the name you want.
State trademarks are applicable only within the borders of a state. To find out if your desired name has been trademarked at the state level, contact the Louisiana SOS. If you want, you can also apply for your own state trademark.
In addition to checking these databases, it’s wise to do extensive internet searches for your business name, including checking domain names, social media sites, and even phone directories.
Your LLC can have only one official name, but that doesn’t mean you can’t use multiple names for your business. Multiple names can help you market your LLC’s different products and services separately. Any business name you use that’s different from your official business name is a “doing business as” (DBA) name. Louisiana calls a DBA a “trade name,” and you need to register your trade names with the SOS.
You must select a Louisiana registered agent for your LLC. In fact, you must name your registered agent on your LLC formation documents.
So what does a registered agent do? A registered agent, also known as an agent for service of process, is responsible for receiving service of process and other official notices for your LLC. Your registered agent must always be available at your LLC’s registered office in Louisiana during normal business hours. The registered office must be a physical address in Louisiana and not a P.O. box mailing address because some notices need to be delivered in person.
Your registered agent must be a Louisiana citizen and resident or a company authorized to conduct business in Louisiana. If you choose a business to be your registered agent, that business’s governing documents have to authorize its registered agent role. A business that acts as a registered agent must also identify two people at its address who can fulfill the registered agent duties.
The registered agent must accept their appointment in a signed and notarized statement on your formation documents. If filing online, the registered agent must consent to the appointment within seven days.
Some business owners think that serving as their own registered agent is the simplest way to meet Louisiana’s agent requirement. But consider what could happen if a process server is unable to find you.
This can occur if you aren’t in the office (for example, out of town, on vacation, sick, etc.) when someone needs to reach the agent. It can also happen if you move and forget to update your paperwork with the state.
In addition to legal penalties for being out of compliance, failing to maintain an agent could mean that a process server can’t find you to notify you of a lawsuit. In that scenario, a court case against you could go forward without your knowledge, meaning you wouldn’t even have a chance to defend yourself.
The choice is yours, but being your own registered agent often leads to more complications than it’s worth.
One drawback of being your own registered agent is the increased likelihood of receiving embarrassing legal documents in front of patrons. Not only can this be humiliating, but it might also damage confidence in your business. Using a separate registered agent at another location can help you avoid these risks.
Another drawback to being your own registered agent is that it takes the flexibility out of your day. Registered agents need to be constantly present at the registered office during normal business hours.
If you’re tethered to the office, this means you have less time to take business meetings, attend working events, scope out opportunities, etc. A separate registered agent frees you from this responsibility.
Does having a separate registered agent sound good to you? Are you unsure where you can find a registered agent that suits your needs? Well, you can look to us. Our Registered Agent Service helps you locate and appoint a registered agent that meets your LLC’s needs and fulfills your legal obligations.
To start your LLC, file Articles of Organization and an Initial Report with the Louisiana Secretary of State. Once you pay the accompanying filing fee and the state approves these documents, your LLC will be official.
If you’re nervous about filing your formation documents correctly, we can do it for you. Our Business Formation Service files the proper LLC formation paperwork on your behalf. With the time and worry you save using our professional services, you can focus on putting the other pieces of your business together for opening day.
Although we have you covered, let’s go over the basic filing steps below.
As we mentioned, Louisiana’s filing process is considerably more complex than most states. For starters, not all parishes have the same filing options. If you’re starting your LLC in any of the following parishes, you’re required to do an online filing through the geauxBIZ system: Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa, or Terrebonne.
If you’re not in one of the parishes listed above, you also have the option of filing by postal mail. However, you’ll need to have both the Articles of Organization and the Initial Report notarized if you go that route. You’ll also need your registered agent to sign the Initial Report.
Filing by mail is slower, but Louisiana does give you the option to have your filing processed in 24 hours for an extra fee or in two to four hours for a higher fee.
Filing online is generally faster than mail, but the geauxBIZ system can be more confusing. One reason for this is that the system also wants you to register with the Louisiana Workforce Commission (if you have employees) and the Louisiana Department of Revenue at the same time you’re filing the Articles of Organization.
The reason this can be so problematic is that, although the SOS doesn’t ask for it, the Louisiana Department of Revenue may ask for your Employer Identification Number (EIN). This is a federal number you get from the IRS for the purpose of paying taxes, hiring employees, etc.
Other states don’t require you to have your EIN until after your LLC is approved by the state, which eliminates the problem of getting an EIN only to have your LLC possibly rejected by the state. But, Louisiana is different, so you may have to have your EIN before you start the process with geauzBIZ. We cover getting an EIN later in Step 5.
The other issue with geauzBIZ is that you might be faced with a lot of questions you don’t yet know how to answer without the advice of an accountant. Plus, as we mentioned in Step 1, you’re required to reserve your business name when filing online.
Here’s a quick roundup of the information you’ll need to provide in your Louisiana Articles of Organization. Bear in mind that, once submitted, this information becomes public knowledge.
The state of Louisiana doesn’t give them a specific name, but many states call the individuals who sign and submit Articles of Organization “organizers.” For more information on organizers, visit our LLC organizer information page.
The above list is the bare minimum that your Articles must contain. Louisiana law allows you to add more information to your Articles of Organization. And, depending on the nature of your LLC’s business, you might need to include other information.
Along with your Articles of Organization, you’ll need to submit an Initial Report, which includes:
If you don’t have your first managers or members selected when the Initial Report and Articles of Organization are filed, you’ll need to later file a Supplemental Report listing their names and addresses.
The above list is the bare minimum of what your Articles of Organization must contain. Louisiana law allows you to add more information to your Articles of Organization. And depending on the nature of your LLC’s business, you might need to include other information.
When you create an LLC in Louisiana, You have to file an Initial Report at the same time you file your Articles of Organization. An Initial Report must include:
You need only file your Articles of Organization once. But if any of the original Articles of Organization information needs to be updated, altered, or expanded, your business is required to inform the state about the changes.
You would report these changes by filing Louisiana Articles of Amendment and paying a filing fee. If your Articles of Organization isn’t current, it could affect your ability to get a Louisiana Certificate of Good Standing. A Louisiana LLC Certificate of Good Standing isn’t required to conduct business, but it can be important for business accounts, members, and potential investors. Basically, failing to keep your business up to date with state requirements can limit your LLC’s potential future growth.
Do you need help amending your Articles of Organization? We have an amendment filing service that can handle it for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.
If we help you file Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard. In the dashboard, you can keep this and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, legal documents, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
Write your own LLC operations rules in an operating agreement. Operating agreements outline the rules and procedures for the management of the LLC and establish ownership percentages, how profits are divided among members, and much more.
Louisiana law doesn’t legally require you to write an operating agreement, but it’s still considered an essential step in forming an LLC in Louisiana. However, you will have to conduct your business according to the state’s default rules if you don’t write an operating agreement. Louisiana’s default rules might not gel with your business needs, so it’s best to write as many of your own rules as you can.
Writing a Louisiana operating agreement is a way to maximize your control over your business. A comprehensive operating agreement can also provide the following benefits:
It seems like most of the things in your operating agreement are intended to avoid disputes among the LLC members, so we understand why you might think a single-member LLC doesn’t need one. But potential investors, future business partners, and others may want to see your operating agreement regardless.
Your operating agreement can also spell out what you want to happen to the business and its assets if you die or become incapacitated.
One more thing: Occasionally, someone takes an LLC owner to court to try to prove that the owner and the LLC are the same entity so that they can go after the owner’s personal assets. If that happens, having an operating agreement in place is one more thing to further demonstrate to the court that the business owner and the LLC truly are separate.
You can customize as much or as little about your business operations as you want in your operating agreement. However, you might want your agreement to address:
Unsure as to how to create an operating agreement for your LLC? We offer a guided customizable template to help get you started. Our chatbot walks you through the process of creating your agreement and allows for e-signature of the document through HelloSign.
Prepare your LLC to pay its federal taxes by getting an Employer Identification Number (EIN). An EIN comes from the IRS, and it’s the identification number LLCs must use for paying their taxes at the federal level if they have more than one member, have employees, or are otherwise required to do so by the IRS.
Even if you run a single-member LLC without employees, having an EIN is likely in your best interest. Your EIN is like a Social Security number for your business. It prevents you from having to put your own Social Security number on tax and business filings and other paperwork, thus lowering your risk for identity theft. You’ll also likely need an EIN to open a business bank account.
Of course, obtaining your EIN involves filling out more paperwork, but that’s another task you can hand off to us. Our Employer ID Number Service quickly handles obtaining an EIN for your LLC so you can comply with your federal tax obligations.
There’s a good chance your LLC will need to pay a number of local and state business taxes. Common state business taxes and fees include:
You can set up state tax account and unemployment insurance account numbers through the Louisiana geauxBIZ portal.
The LLC business structure gives you more flexibility than a corporation. One of those flexibilities is how you can choose to have your LLC taxed.
The default tax status of an LLC is pass-through taxation. This appeals to most owners of LLCs because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is paid to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.
Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros can sometimes outweigh the cons. One benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For example, employee health insurance premiums can be written off as a business expense.
S corp is short for “Subchapter S Corporation” and is a tax status geared toward small businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but there’s another potential advantage for some LLCs: It could reduce your self-employment taxes.
Self-employment taxes are the portion of your taxes that pay for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.
But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)
The drawback is that the Internal Revenue Service scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.
While it’s possible that one of the above options could work better for your LLC, remember that business taxes are very, very complicated. They’re also very specific to your situation. That’s why you truly need to consult a tax professional to see which taxing method works best for your Louisiana business.
If you decide to form your LLC with an S corp status, our S corp service can help you do that.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time. It also helps you avoid commingling funds.
Commingling funds makes your taxes more difficult to sort out, and it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (i.e., they want to sue you for not just your business assets, but also your own assets).
You may also want to get business credit cards to make small purchases and start establishing your company’s credit score.
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, keep track of deductible expenses, transfer money, and manage clients all in one place.
New Orleans, Shreveport, Lafayette, Baton Rouge…wherever you are in Louisiana, your opportunities for starting the next great business are limitless. You might even want to try your hand at popular Louisiana industries such as tourism or real estate. Whatever you choose, we have the tools to help you.
If you need quick and accurate help for starting an LLC in Louisiana, take advantage of our online business formation services. And we don’t leave you at the start line. Once your LLC is up and running, we have business support services that can take the worry out of operating your business from start to finish.
Disclaimer: The content on this page is for informational 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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There isn’t a statewide Louisiana business license. However, you might need several local, state, and federal business licenses, depending on where you conduct business and the nature of your activities. For instance, Orleans Parish requires all businesses in its jurisdiction to have occupational or general business licenses.
In addition to licensing general business activities, you might need building permits and/or licenses to offer professional services, engage in specific activities, or comply with zoning requirements.
So how do you figure out what all of your specific licensing obligations are? You can do a lot of research on your own, or our services can research it for you. Our Business License Report Service provides you with a report that identifies all of your business licensing responsibilities at every level of government.
The base fee for filing LLC Articles of Organization and the Initial Report in Louisiana is $100 as of this writing. If you have to reserve your business name, the state charges an additional $25 extra. You may be responsible for other fees depending on whether you want to expedite your filing and other circumstances, such as fees for required licenses and permits.
Louisiana filing fees are subject to change, so check the SOS website for the latest information.
Opening an LLC in Louisiana can give you the best of both business worlds. An LLC provides personal liability protection without subjecting you to the double taxation that corporation income must pay.
If your LLC gets sued or owes a debt, creditors and plaintiffs usually can’t drag your personal finances or property into the dispute. And, you pay LLC state and federal income taxes only out of your personal share of the business income, not at the entity level.
It’s also simpler to start an LLC in Louisiana than to create a corporation in the state because it’s a more informal business structure. LLCs have more flexibility in how they’re run and have fewer reporting requirements and paperwork.
In general, Louisiana LLCs pay federal and state income taxes only at the member level. This is called pass-through taxation, and each member pays income taxes only on their share of the revenue.
Many business owners prefer LLC pass-through taxation to the double taxation of C corporations. A doubly taxed corporation has to pay income taxes as an entity, and then each shareholder must also pay income taxes on their share of the income.
However, an LLC still has the option of being taxed as a C corporation for federal income tax purposes. That may be advantageous to some larger LLCs because C corporations have the widest range of deductions.
You can also choose to have your LLC taxed as an S corporation. There are more restrictions if you choose to be taxed as an S corporation, but you can get the benefit of more flexible self-employment tax options while retaining pass-through taxation. If you have questions about S corporations, speak to a tax professional and look at our “What Is an S Corp?” page.
The Louisiana SOS can take multiple days to process your formation documents after you apply for an LLC in Louisiana. If you pay an additional filing fee to the SOS, they can process your documents in a day or a few hours.
You don’t need to file your operating agreement with the state. It’s an internal document for your LLC. Keep your agreement in a safe place along with your other legal documents.
Series LLCs don’t exist under Louisiana law. Some states have series LLCs, and their purpose is to insulate some LLC assets from the liabilities attached to other LLC assets without forming a separate entity.
While some are asking questions about how to get a LLC in Louisiana, others just want to know how to end one. To dissolve your Louisiana LLC, you first need to get majority approval from your members or follow the procedures in your operating agreement.
After you get approval, you may need to publish a notice in the newspaper. Then you must file an Affidavit to Dissolve Limited Liability Company with the Secretary of State. Filing dissolution paperwork requires you to pay a fee.
It’s time to wind up your LLC after you file to dissolve it. Winding up includes liquidating LLC assets, addressing outstanding debts and liabilities, and dividing remaining assets among interest holders.
You can transfer ownership of your Louisiana LLC once you have the unanimous consent of the members or you follow the procedures in your operating agreement. After you transfer ownership, you need to update your internal and public business documents. This includes filing a Notice of Change of Members of a Limited Liability Company with the Secretary of State.
Yes. You can apply for an LLC trade name through the Secretary of State.
You can remove a member by a vote of the members or by following the procedures in your operating agreement. It’s important to know how you will handle the departing member’s distributions. You also need to file change of ownership paperwork with the Secretary of State.
Yes, you need to submit a Louisiana annual report and a filing fee to the Secretary of State each year. The Secretary of State revokes the Articles of Organization of LLCs that fail to meet this requirement. Our Annual Report Service can help you stay on top of this obligation year after year so you don’t risk your business.
There’s no legal requirement to have a business plan, but it’s easier to realize your dreams when you have a good plan. This plan can include market research, budgets, financing needs, and product details. And if you need outside funding or resources, you might need to present a plan to investors and financial institutions to get the funds you require.
There’s no publication requirement to start your LLC, but there’s a publication requirement to close your LLC if a Notice of Dissolution is filed. The Notice of Dissolution is the “long-form” dissolution. “Short-form” dissolutions, known as Affidavit to Dissolve or Simplified Articles of Termination filings, don’t have this publication requirement because it’s already assumed that all assets have been liquidated.
If you’re doing a Notice of Dissolution, before you can wind up an LLC, you need to publish notice of the winding up/liquidation in a newspaper of general circulation. The newspaper you use needs to be in the same parish where your LLC’s registered office is, and you must submit a copy of the notice and the publisher’s affidavit to the SOS. Contact the SOS for further information.
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