How to Form a Louisiana LLC in 10 Steps
It is quite straight-forward to create a Limited Liability Company in the state of Louisiana. Limited Liability Companies (or LLCs) are typical American business structures. These business structures earn profits that are passed through to each member, and one or more than one person can own parts of a Limited Liability Company. Furthermore, unlike corporations which need to file separate tax returns, LLCs don't have to file taxes separately. Exposure to liability from LLC activities is also limited for each LLC owner.
Even though forming an LLC is quite simple, there are several important steps you will need to follow in a timely manner. We have outlined them below.
1. Choose Your Company Name.
You need a company name that no other business has the rights to use. SunDoc can run your name search or reserve your LLC name for a reasonable fee. At a minimum, your preferred name must be available in the State of Louisiana.
2. Understand the LLC Organizer Requirement.
All LLCs need to have an organizer, which will be listed on the Articles of Organization form. Anyone can be your organizer; it doesn't have to be a manager or a member of your LLC. If you personally file your Articles of Organization, you will be the organizer by default. On the other hand, you might choose an attorney for your organizer, or SunDoc can be organizer if you choose to have us prepare your Articles of Organization.
3. Designate a Registered Agent.
In addition to an organizer, you need to choose a registered agent. This is also required when you fill out your Articles of Organization. The registered agent can be a firm, or it can be a person. Read our article on Registered Agent Service in order to find out more about what registered agents are and why they're important.
4. Decide Your Ownership and Management Structure.
Now it's time to choose how you want your company to be managed. Essentially, you will have three options. First, you can be managed by multiple managers. Second, you can be managed by one manager. Or third, you can be managed by all of the members of your LLC.
5. Create an Operating Agreement.
For LLCs in Louisiana, no Operating Agreement is required. A default Operating Agreement will be formed according to default law in the state.
On the other hand, it's good to go over this default Operating Agreement and make sure that it meets your company's needs. And furthermore, if you'll be creating a manager-managed LLC, you will need to create an Operating Agreement of your own for your own company records. According to Louisiana law, all manager-managed LLCs need to be validated by declaring them in both the Operating Agreement and the Articles of Organization.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You may also wish to consult an attorney for advice.
6. File the Articles of Organization.
You are required to file a document called the Articles of Organization. Once the Secretary of State of Louisiana accepts this one-page document, your LLC will be officially created. The Articles of Organization simply includes basic company details about your new LLC.
You'll need to pay a filing fee and know the following when filing your Articles of Organization: your company's address, the name of your company (remember it cannot be taken by anyone else), your management method, who your LLC organizer is, and finally, who your registered agent is. You won't need to publish this in a newspaper of record, and you will not need to file your member names.
Those who prefer to outsource the filing of their LLC formation paperwork (or those who have time constraints) can ask SunDoc to file their Articles of Organization on their behalf.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! You are now a registered Louisiana LLC. Any LLC with more than one member must file with the IRS for an EIN, Employer Identification Number, whether or not you have employees. You can file with the IRS yourself, or SunDoc can file for you.
At this point, it's important to get your businesses fiscal management in order. This may mean hiring an accountant to assist you with business fiscal matters, and it may mean opening a new business bank account. You'll need your EIN to do this. When setting up your business bank account, be sure to reimburse yourself for any expenses you paid out of your personal bank accounts. Always keep receipts when making personal purchases that will later be reimbursed through your business bank account.
8. Pay Louisiana State Taxes.
Taxes must be paid to the state of Louisiana every year. You'll be paying a minimum annual tax to the Franchise Tax Board of Louisiana annually. It is not an income tax. It is simply how much it costs to conduct business in the state of Louisiana. Collect sales tax if you plan on selling goods in the state as well. Find more on taxes in Louisiana on the State of Louisiana’s tax web site.
9. Determine Necessary Licenses and Permits.
Most Louisiana companies are required to have one or more business licenses or permits to operate at the city or county level. It’s important to check even if you think your business is exempt. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.
10. File an Annual Report.
One of the most important steps in creating your LLC is filing your Annual Report. A Annual Report simply gives updated information to the state of Louisiana. Your Louisiana LLC’s Annual Report is due every year before your anniversary date. Your anniversary date is the date your LLC was approved by the state. If you end up making changes to your LLC down the road, it's another form that you'll need to update with the state.
To make things easier, SunDoc can certainly file your Annual Report on your behalf. We also do other routine filings. We are always on time and always reliable. Find all LLC forms (including the Annual Report) on the Louisiana Secretary of State web site.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit Louisiana LLC FAQs.
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