Forming a Corporation in Louisiana - File Articles of Incorporation

Forming a Corporation in Louisiana - File Articles of Incorporation

Incorporate in 3 Easy Steps
Filing Packages Start at $79 (plus state fees)
SunDoc Filings makes it fast and easy to file a Louisiana corporation.  We help you reduce the red tape and act as your liaison to help you file it right the first time, saving you expensive delays. SunDoc Filings can help you form a Louisiana corporation with the Secretary of State. To form a corporation, you must file the Louisiana Articles of Incorporation with the Secretary of State.
 
For already prepared documents, skip to step 3

 

Step 1: Check Name Availability

Choose three corporate names in order of preference and we check for availability.

Step 2: Prepare or Upload your Articles

Our online form will walk you through all required information.

Step 3: Specify Service Level and Service Options

Select the appropriate filing package or choose from the a la carte options.

 

Routine: 2 Weeks

Rush: 24 Hours

 

Email confirmation within one hour during normal business hours.

 

 

 

 

Your filing is now on its way!

If we receive your Louisiana Articles of Incorporation by 12:00 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it may take at least a month for proof of filing.

 

Your Post-Filing Responsibilities 

  • File a Statement of Information:  After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information. 
  • Employer Identification Number If you would like, we can obtain your EIN for your new company.  Add it to your order and we will obtain the EIN within 24-48 hours.
  • Louisiana Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.

Add these optional services to your order at the time of filing:

  • Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
  • Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.

 

The SunDoc Filings Advantage

 

  • We have filed thousands of documents since 1999
  • All filings received by 12 p.m. PST are submitted same day
  • Most filing companies mail in your filings

 

Louisiana Corporate Formation Guidelines

 

CORPORATE NAME

The corporate name must contain the word "Corporation," "Incorporated," "Limited" or the abbreviation of any of these words; or "Company" or "Co." if not preceded by "and" or "&".

A corporate name found to be available may be reserved with the Secretary of State for a 60 day period for a filing fee of $25.

 

DIRECTORS

The minimum number of directors is three (3), unless there are fewer than three (3) shareholders, then the number of directors may be equal to, but no less, than the number of shareholders.

 

LIMITATION OF DIRECTORS' PERSONAL LIABILITY

The articles of incorporation may contain, within the limitations prescribed by the Business

Corporation Law of Louisiana, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.

 

FEDERAL IDENTIFICATION NUMBER

The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

 

PURPOSES CLAUSE

It is acceptable to state either alone or with a specific purpose clause, “ The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Business Corporation Law of Louisiana.”

 

AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL

There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business.

 

PREEMPTIVE RIGHTS

Preemptive rights are granted in absence of a specific denial.

 

CUMULATIVE VOTING

Cumulative voting is automatically denied unless specifically granted.

 

REGISTERED AGENT AND REGISTERED OFFICE

The corporation must maintain a registered agent and office to receive service of process in

Louisiana.

 

INCORPORATOR

Minimum number of incorporators is one (1) (natural or artificial persons capable of contracting)

and there is no requirement that the incorporator be a resident of Louisiana.

 

FILING PROCEDURES

Submit to the Secretary of State two (2) executed copies of the Articles of Incorporation and the Initial Report. The Secretary of State files both documents and issues a Certificate of Incorporation. The initial registered agent must sign an acceptance of designation on the Initial Report. A certified copy of the Certificate of Incorporation and either an executed copy of the Articles of Incorporation and of the Initial Report or a certified copy must be recorded, within 30 days after filing by Secretary of State, with the Recorder of Mortgages of the Parish in which the registered office of the corporation is located. In Orleans Parish and certain other Parishes it is necessary to have the document indexed with the custodian of notarial archives prior to submission to the Recorder of Mortgages. Submit to the Secretary of Revenue and Taxation at the time of incorporation or on or before the 15th day of the 3rd month after the corporation was incorporated, the Corporation Franchise Tax Initial Return (official form).

 

Custodian of Notarial Archives
Not required if recorded in St. Tammany Parish
 
Recorder of Mortgages
$13 for first 2 pages, $5 per page for each additional page, and $5.00 Police Jury Fee. If a certified copy is to be returned included an extra copy of the documents being recorded and an additional $3.00 fee.(St. Tammany Parish)
 
Department of Revenue and Taxation
$10 minimum tax for the Initial Corporation Franchise Tax Return

 

 
 
 
 
 
Information about Louisiana Corporations
 
 

How do I form a Louisiana Corporation?

First, we check corporate name availability with the Louisiana Secretary of State. Second, we prepare the Louisiana Articles of Incorporation. Third, before we form the Louisiana corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Louisiana Secretary of State. Fifth, when the Louisiana Secretary of State files the Louisiana Articles of Incorporation, we will return the filed document to you.
 
What are the advantages of forming a Louisiana Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Louisiana corporation form purchasing stock. Since the Louisiana corporation is an independent legal entity, the Louisiana corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
 
When you form an Louisiana corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Louisiana corporation. Ownership in an Louisiana corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Louisiana corporation itself.
 
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Louisiana Corporation?
After we form an Louisiana corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Louisiana corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Louisiana corporation. If you purchase our Louisiana premium package, EIN obtainment is included for your Louisiana corporation.
 
How do I form a Louisiana S Corporation?
It is important to understand that your Louisiana S corporation starts as a general stock corporation (C corporation). To obtain or to form an Louisiana S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Louisiana S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Louisiana C corporations below.
 
By obtaining S corporation status in Louisiana, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Louisiana S corporation's shareholders include their share of the Louisiana Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
 
What are the advantages of a C Corporation in Louisiana?
Generally most people form Louisiana C corporations that plan on publicly trading the corporation's stock. Since Louisiana S corporations cannot have more than 75 shareholders, choosing to maintain an Louisiana C corporation allows for 76 shareholders or more. An Louisiana C corporation can have multiple classes of stock such as preferred and common shares.
 
An Louisiana C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Louisiana S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
 
How do I obtain or prepare corporate bylaws for my Louisiana Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Louisiana corporation and include meeting minutes (MS Word format) that you can prepare as needed.
 
What are the corporate bylaws and why are they so important for my Louisiana corporation?
The corporate bylaws serve as a blueprint for your Louisiana corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Louisiana bylaws contain the number of directors and their names. Louisiana bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
 
Another important part of Louisiana corporation bylaws is to create "rules" on how the Louisiana corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Louisiana bylaws will reference a list of shareholders in alphabetical order that includes Louisiana shareholder's names, addresses, titles held with the Louisiana corporation, and the amount of shares the shareholder owns in the Louisiana corporation.
 
What is an Louisiana corporate seal?
After the Louisiana corporation prepares its bylaws or has Sun prepare the bylaws, the Louisiana corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Louisiana corporation was formed. Many banks and other lending institutes require Louisiana corporations to possess and use a corporation seal on business documents or loan papers. All Louisiana corporation kits that Sun sells contain a handheld corporate seal embosser.
 
What is a Louisiana corporate kit?
The Louisiana corporate kit is typically a hardbound binder that contains all of the Louisiana corporation's important documents such as the Louisiana Articles of Incorporation and bylaws. All the Louisiana corporation kits that Sundoc sells include having the Louisiana corporation's name hot stamped (professional imprint of the Louisiana corporation's name) on the spine. Most Louisiana corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
 
Another important part of an Louisiana corporate kit is stock certificates. All of the Louisiana corporate kits that Sundoc sells contain 20 custom stock certificates that include the Louisiana corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Louisiana corporation, you can order an Louisiana corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
 
Now that you have formed your Louisiana corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Louisiana bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Louisiana corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Louisiana corporation.