An LLC In Louisiana is a legal way to structure your business so that your personal assets are protected in case your business is sued or has financial difficulties. Limited Liability Companies offer good asset protection while needing minimal formalities.
This guide on how to form an LLC in Louisiana will take you through the necessary steps required. At the very heart of this process is filing the Articles of Organization with the Louisiana Secretary of State.
However, before you do this, you should complete a few necessary steps to ensure smooth approval of your Louisiana LLC. Additionally, there are a few steps to consider after forming your LLC, so that the operation goes smoothly.
Let’s get started!
1. Naming Your Louisiana LLC
When naming your Louisiana LLC, back your efforts with using the Louisiana Business Filings Search on the Secretary of State’s website. This way you can know if the name is available for registration. Additionally, you can check if other entities with very similar names exist.
This is important because the name of your LLC must be unique and distinguishable upon the record. LLC names very similar to an existing entity may not be accepted. Your LLC name may not include any words that are restricted or blocked. Additionally, the name can’t misrepresent the function of the LLC, or be the same as a government agency or department.
LA LLC Name Designators
Every LLC must have a proper name designator. The following designators are available for Louisiana LLCs:
- Limited Liability Company
It’s important to remember that the difference in designators or grammar doesn’t constitute the name being unique or distinguishable. For example, ABC L.L.C. is the same as ABC Limited Liability Company.
Name Reservation For The LLC (Optional)
While this step is optional, you might have to go through this in order to create your Louisiana LLC.
Once your name reservation is approved, you can go ahead and file for a Federal Tax ID (EIN). The process for getting an EIN is detailed in Step 5 of this guide. You will need an EIN for filing Louisiana Articles of Organization online. It’s not the most elegant solution, but this is what the process in the state requires.
The easiest way to reserve the name is to file online through the geauxBIZ portal. This system is part of the Louisiana Secretary of State website and is used by the state for online filings and payments.
You may have to register for a (free) account before you use the geauxBIZ system.
Should you choose to file via postal mail or walk-in, you’ll need to complete the Name Reservation Form. This form is available on the Business Services section (Form #398) of the Louisiana Secretary of State website. The name reservation request filing fee is $25.
Even if you’re submitting it via mail, you can complete the payment through geauxBIZ. Alternatively, include a check or money order for the fee, made payable to the secretary of state. The mailing address for the form is:
P. O. Box 94125
Baton Rouge, LA 70804-9125
Once the report is processed, the name will be reserved for 120 days. Name reservation in Louisiana is an important step when you create your LLC. Keep in mind, you have to complete this step if you intend to file the articles of organization online.
2. Louisiana LLC Registered Agent
A Registered Agent for an LLC in Louisiana is a person or entity that agrees to receive service of process on behalf of the LLC. Every Louisiana LLC must maintain a Registered Agent to stay in good standing with the state.
Service of process involves receiving legal documents like lawsuits, summons, subpoenas, etc. That’s why the Registered Agent must have a physical street address in the state. PO Box addresses are not acceptable. It’s worth noting that while the agent might receive general correspondence too, the primary reason for this appointment is for service of process.
Your registered agent can be:
- Any legal, adult resident of the state.
- A foreign or domestic business entity that is allowed to do business in Louisiana and has an office in the state.
So there is a wide selection of who can function as the registered agent. You or friends/family could take on the role. If you have another business, you could use that as the registered agent. Do note, an LLC can’t be its own registered agent.
However, a lot of people choose to go with commercial registered agents. These are companies that are specifically designed to work as Registered Agents. So they can easily maintain conventional business hours to receive service of process and forward it to your LLC. Besides, having a professional for the role might be more suited than hiring a novice.
3. Filing Articles Of Organization To Form An LLC In Louisiana
Filing Articles of Organization in Louisiana can be done online, or via fax, email, and postal mail. Due to the requirements of the state, online and other methods are somewhat different. So we’ll list them separately.
Louisiana is in a unique condition where filing via postal mail might indeed be more convenient than filing online.
Filing LA LLC Articles Of Organization Online
To file Articles of Organization online, you should have completed the following processes:
- Reserve a name for your LLC (See Step 1 above)
- Get a federal tax ID/EIN (See Step 5 below)
Online filing requires the use of geauxBIZ website. When you file online, you’ll simultaneously register your LLC with other government departments like the Workforce Commission and the Department of Revenue.
It might seem like a good thing, but it is also very complicated. You’ll be required to answer questions related to tax and similar specifics. So if you’re filing the form yourself and aren’t aware of these requirements, it’s better to do it in consultation with a tax professional or someone who is well-informed of these things.
While anyone can file online, online filing is required for people in these parishes: Jefferson, Ascension, Bossier, Calcasieu, Livingston, Rapides, Caddo, East Baton Rouge, Lafayette, Orleans, Ouachita, St. Tammany, Tangipahoa, and Terrebonne.
Online filing can take a while to complete, so be patient with the process. The cost of online filing (or, the Louisiana LLC filing fee) is $100. Interestingly, if you paid the $25 fee for name reservation, it will be credited back when you pay for filing the Articles of Organization.
Processing time for LA LLC Articles of Organization filed online is 1-2 business days.
Filing Louisiana Articles Of Organization Via Mail
If you’re not in the parishes that must file online, taking the mail route might indeed be the better option. It’s not as complex as online filing and might be more useful for most people filing Louisiana Articles of Organization.
Even in this case, it’s worth noting the form represents minimum requirements, so you might have to add additional changes depending on the requirements of your LLC. There are also a few more formalities to complete here, that you don’t have to worry about in online filing.
However, you don’t necessarily have to reserve a name or register for a federal tax ID before filing via mail.
To start, you can download and complete the Articles of Organization-Louisiana Limited Liability Company (Form #365), available on the Louisiana Secretary of State website. Additional requirements are that all the documents must be notarized. Also, your registered agent must sign the initial report.
The filing fee is $100. For regular paper filing, the processing time is 3-7 business days. It is fairly quick, though you can choose to speed the process along by using expedited services. Expedite filing costs $30, and the processing time is 24 hours. Priority expedite services cost $50, and the processing time goes down to 2-4 hours.
The mailing address is:
P. O. Box 94125
Baton Rouge, LA 70804-9125
Do remember that if you’re from one of the parishes that must file online, submissions via mail will be rejected.
4. LA LLC Operating Agreement
Louisiana doesn’t require LLCs to have an operating agreement. However, it stays highly recommended and a very important part of running your business.
An operating agreement establishes processes for functioning of the LLC It may also be considered the ‘constitution’ of your company. A proper and well-formed operating agreement won’t just help run the Louisiana LLC, it may also serve as evidence in court that your LLC is operating correctly, and thus help maintain liability protection.
Your operating agreement can contain various aspects of your company’s operation. This includes the approach to taxation, hiring, division of roles and responsibilities between members, what percentage of the LLC is owned by each member, dispute resolution mechanisms, and more.
The Louisiana LLC operating agreement is an internal document of your company. You don’t have to file it with any government agency. While its importance can’t be understated for multi-member LLCs, it stays highly relevant for single-member LLCs as well.
5. Getting A Federal Tax ID (EIN)
Getting a federal tax ID/EIN (Employer Identification Number) is important to forming a Louisiana LLC. If you intend to file the articles of organization online, you must have the EIN. As detailed in steps 1 and 3, you’ll first have to file a name reservation application, followed by applying for an EIN before you can file the Articles of Organization for your LA LLC.
If you are in one of the parishes that must file online, you will have to follow this procedure. Others might file Articles of Organization via mail, in which case, you can apply for the EIN after the approval of the LLC.
EIN or Employer Identification Number is issued by the IRS. There is no filing fee.
The easiest way to get your EIN is to file for it online. The processing is nearly instantaneous and you’ll be able to download a pdf copy of your EIN confirmation letter once the filing process is complete. You’ll also receive a duplicate copy by postal mail in 4-5 weeks.
However, those who cannot file the application online will have to download and file Form SS-4. There are many instances where this form is relevant. These include cases where the LLC is owned by another business entity, or if the person filing isn’t a US National and doesn’t have an SSN or ITIN.
Form SS-4 can be filed via fax or through postal mail. Filing via fax is faster and the processing is completed within 4-7 business days. Filing through postal mail takes more time, and processing may take 4-8 weeks. The IRS no longer accepts applications via phone.
IRS Responsible Party
The person filing for the EIN is the responsible party for communication with the IRS. For a single-member LLC, the lone member is the responsible party. For multi-member LLCs, any member can take this role.
While having an EIN is necessary for creating your Louisiana LLC, it’s also relevant for other aspects of your business. For example, you’ll need the EIN for getting a business credit card, bank account for your LLC, and hiring employees. Some vendors may need the EIN to complete their services.
6. Louisiana LLC Annual Reports
Every LLC in Louisiana must file an annual report with the state. This filing must be completed every year as long as the LLC is in existence. The due date for your Annual Report is before the anniversary date of your LLC. To clarify, the anniversary date is the date on which the LLC was approved by the Louisiana Secretary of State.
As an example, if your LLC was approved on 29 May 2020, you must file the annual report before 28 May 2021 (and so on every year). Annual reports can be filed up to 30 days before the due date.
Failure to file the annual reports means that the LA LLC will no longer be in good standing with the state. If the report isn’t filed for three years, the state will administratively shut down the LLC.
To file annual reports, search for your LLC on the state’s Business Filing Page. When you reach the name of your LLC, click on the “details” section and look for a button that says “Print Annual Report for Filing”. In case the printed report needs any changes, you’ll have to add them manually before filing the report.
Annual reports can be filed online or via postal mail. To file online, you’ll have to use Louisiana’s geauxBIZ (pronounced “go biz”) online filing system. The filing fee is $35 for online submissions.
To file via postal mail, you’ll need to include a filing fee of $30. This can be paid via check or money order made payable to “Secretary of State”.
The mailing address is:
PO Box 94125
Baton Rouge, LA 70804-9125
7. Business Licenses, Permits, And Taxes
When running your Louisiana LLC, you’ll have to ensure compliance with the various business licenses and permits needed. These often depend on the industry of your business and on specific requirements of the local city or parish where your LLC is based.
A fair chunk of this is usually handled when you register online using the geauxBIZ system. Even if you file the LLC articles of organization through a different medium, you can always register on geauxBIZ to access information. Or, you can call the local government offices for information.
Specific state taxes too will depend on the industry of your LLC. You’ll have to check with the Department of Revenue to see the necessary requirements and tax obligations.
For federal taxation, LLCs are treated as pass-through entities by default. The income through your LLC can be reported with your personal tax returns. However, there are requirements based on whether you’re running a single-member or multi-member LLC. It’s also relevant if you choose to have the LLC taxed as a corporation.
Careful planning is necessary for maintaining the right approach for licenses, permits, and taxation. More often than not, hiring a professional to handle these things could be useful.
8. Louisiana Secure Business Filings (SBF)
An interesting way Louisiana handles your business information security is through the Secure Business Filings (SBF). This one’s actually fairly useful and is worth using for your business.
Most states use open filing systems, which makes your LLC information available to anyone interested. Louisiana LLCs can use the Secure Business Filing (SBF) system to protect themselves from any attempt of malicious changes to these documents.
SBF is accessible through geauxBIZ. Once you activate this service, you’ll have to pay a one-time filing fee of $40. After that, SBF stays active for the lifetime of your Louisiana LLC. Once approved, you’ll receive an SBF PIN from the state.
Any time an amendment or change is filed on behalf of your LLC, you’ll receive an email requesting authorization. You can use your SBF PIN to approve or disregard these changes.
As with most things for Louisiana LLCs, there are a few hoops to jump here too. You’ll have to download and fill the SBF Authorization Affidavit. After this, it needs to be notarized, scanned, and uploaded to your geauxBIZ account. Processing and approval usually take 24-48 hours.
This is a good system for Louisiana LLC owners/members/organizers. Remember to keep your PIN secure and safe, so that the system isn’t compromised.