How to Start a Corporation in Louisiana

How to Start a Corporation in Louisiana

How to Start a Corporation in Louisiana

A corporation is a separate legal entity owned by shareholders. When you incorporate in Louisiana, you create a structure that shields your personal assets from business liability and may offer tax advantages depending on how the corporation is taxed. This guide walks you through the exact steps to file a Louisiana corporation, from name selection to Secretary of State submission.

What You'll Need to Incorporate

Before you file, gather these materials:

  • Chosen corporate name: Must be distinguishable from existing corporate names on file, and must include "Inc.," "Corp.," "Corporation," "Incorporated," or an abbreviation like "Inc"
  • Louisiana registered agent: The person or company who accepts legal documents on your behalf. Must have a physical street address in Louisiana (no PO boxes)
  • Registered agent's consent: A signed affidavit from your registered agent agreeing to serve
  • Principal office address: Where the corporation will maintain its records (can be the same as the registered agent address, but does not have to be)
  • Articles of Incorporation form: Form #399 from the Louisiana Secretary of State
  • Filing fee: $75 (check or credit card via geauxBIZ portal)
  • Corporate bylaws (optional but recommended): Internal rules governing the corporation. Not filed, but required to operate
  • Shareholder agreement (optional): Protects minority shareholders and clarifies ownership terms

Step 1: Choose and Reserve Your Corporate Name

Your Louisiana corporation name must include a corporate designator: "Inc.," "Corp.," "Corporation," "Incorporated," or an abbreviation. The name must be distinguishable from every other corporate name, LLC, and trade name already on file or reserved with the Secretary of State. The state checks names not only for exact matches but also for similar spellings and phonetic similarities, so "Acme Inc" and "Acme Inc." are considered the same name.

To check if your name is available:

  1. Visit the Louisiana Secretary of State business search at https://coraweb.sos.la.gov/CommercialSearch/CommercialSearch.aspx
  2. Search for your proposed name and variations
  3. Confirm nothing conflicts

If your name is available and you want to guarantee it while you prepare your filing, you can reserve it for 120 days. Name reservations cost $25 and are filed through the same system. To reserve, submit Form #308 (Application for Reservation of Corporate Name) with the $25 fee to the Louisiana Secretary of State, Commercial Division.

Naming restrictions: The name cannot imply the corporation is a parish, state, or federal agency. Names of revoked Louisiana corporations are unavailable for three years after revocation. Some names require special permission (for example, names implying banking or insurance activities).

Step 2: Prepare Your Articles of Incorporation

The Articles of Incorporation is the document you file with the Secretary of State to legally create your corporation. Use Form #399, "Articles of Incorporation, Louisiana Business Corporation." You can download it from https://www.sos.la.gov/business-services.

Your Articles of Incorporation must include:

  • Corporate name: Exactly as you have checked it (with the corporate designator)
  • Nature of the business: A brief description of what the corporation will do (e.g., "General merchandise retail" or "Software development services")
  • Principal office address: The physical address in Louisiana where the corporation will keep its records
  • Registered agent name: The full legal name of the person or entity serving as registered agent
  • Registered agent address: A physical street address in Louisiana (cannot be a PO box)
  • Incorporators: The names and addresses of one or more people organizing the corporation. An incorporator can be any person of legal age
  • Initial directors (optional): If you want to name initial directors in the Articles, list them. Otherwise, shareholders will elect directors after incorporation

The Articles are typically a one-page document. Write or type clearly. The Secretary of State accepts photocopies, so you do not need an original notarized copy, though some incorporators choose to have their signature notarized for their own records.

Step 3: Appoint a Registered Agent

Every Louisiana corporation must appoint a registered agent, and that agent must have a physical Louisiana street address. The registered agent is the person or company who accepts legal documents (like lawsuits or tax notices) on behalf of the corporation. If you do not respond to a legal service, the state may impose penalties, so choosing a reliable agent is critical.

Who can serve as a registered agent:

  • You (the incorporator or a shareholder), if you are a legal resident of Louisiana
  • An employee of the corporation, if they are a legal resident of Louisiana
  • A professional registered agent service (typically costs $50 to $200 per year)
  • An attorney, accountant, or other professional in Louisiana with a physical office

Important: The registered agent's name and address are public and will appear on the Secretary of State website. The address must be a physical street address, never a PO box. The registered agent must agree in writing to serve, using an affidavit of acceptance. Most registered agent services provide this document automatically.

If you use a professional service, they will handle the affidavit. If you appoint someone else, you must obtain their written consent before filing.

Step 4: File with the Louisiana Secretary of State

Once your Articles are prepared and your registered agent has consented, you are ready to file. The Louisiana Secretary of State accepts filings through the geauxBIZ online portal or by mail.

Filing online (fastest option):

  1. Go to https://geauxbiz.sos.la.gov/
  2. Create an account or log in
  3. Select "File a New Document" and choose "Articles of Incorporation"
  4. Upload your completed Articles of Incorporation form or type the information directly
  5. Pay the $75 filing fee by credit card
  6. Submit

Filing by mail:

  1. Print and sign your Articles of Incorporation (Form #399)
  2. Include a cover letter with your name, phone number, and email
  3. Enclose a check for $75 payable to "Secretary of State"
  4. Mail to:
Louisiana Secretary of State
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804

Processing time: The Secretary of State does not publish a standard turnaround time for standard filings. If you need expedited processing, you can pay $50 for priority expedite (processed while you wait at the Baton Rouge office) or $30 for expedite (processed within 24 hours), in addition to the $75 base fee.

Once your Articles are accepted and filed, the Secretary of State will send you a stamped copy (or email confirmation if you filed online). That stamped copy serves as proof that your corporation legally exists.

After Filing: What to Do Next

Incorporation is not the end. To operate legally and avoid penalties, complete these post-filing steps:

  • Obtain an EIN: Apply for an Employer Identification Number (EIN) from the IRS, even if you have no employees. Use IRS Form SS-4 or apply online at https://www.irs.gov. This is free.
  • File a sales tax permit: If your business sells taxable goods or services, register with the Louisiana Department of Revenue for a sales tax permit. Louisiana state sales tax is 5%, plus local taxes. Register at https://revenue.louisiana.gov/businesses/general-resources/business-registration/.
  • Check for local and federal licenses: Depending on your industry and location, you may need licenses from the city or parish where you operate. The Secretary of State's geauxBIZ portal generates a checklist of likely requirements based on your business type and address.
  • Adopt bylaws: Draft and adopt corporate bylaws governing how the corporation will operate (meetings, voting, officer duties, etc.). These are not filed but are essential for corporate governance.
  • Hold an organizational meeting: Meet with your initial directors (and shareholders, if desired) to issue stock, set corporate policies, and authorize any initial business decisions.
  • File an annual report: Every Louisiana corporation must file an annual report on or before the anniversary of its incorporation, each year thereafter. The fee is $30. Failure to file results in a penalty and eventual administrative dissolution of the corporation.

Tips and Common Mistakes to Avoid

Mistake 1: Forgetting the registered agent. Every corporation must have one. If you are not sure, hire a professional registered agent service. It is worth the cost to ensure legal documents do not get lost.

Mistake 2: Using a PO box for the registered agent address. The Secretary of State will reject filings if the registered agent address is only a PO box. You must provide a physical street address.

Mistake 3: Naming the corporation too similar to an existing name. A careful search at the start saves time. Names that look different to humans may still be considered "phonetically similar" by the state. Run multiple variations through the business search.

Mistake 4: Skipping bylaws and the organizational meeting. Some incorporators file and assume they can start operating. Bylaws and a documented organizational meeting protect you legally and establish clear ownership and governance. They are not filed but are proof that the corporation was formally organized.

Mistake 5: Missing the annual report deadline. Set a calendar reminder for the anniversary date of your incorporation. If you miss the deadline, the state may dissolve your corporation, and you lose liability protection. The annual report is simple (usually just a one-page form), and the cost is only $30.

Tip 1: Consider professional help for complex ownership structures. If you have multiple shareholders, complex ownership agreements, or tax concerns, consult an attorney and a CPA. The upfront cost is small compared to the cost of fixing problems later.

Tip 2: Choose your tax classification carefully. By default, a single-owner corporation is taxed as a sole proprietorship, and a multi-owner corporation is taxed as a partnership (pass-through taxation). However, you can elect to be taxed as a corporation for federal tax purposes (Form 8832). A multi-owner corporation is taxed as a corporation and pays the flat 5.5% Louisiana corporate income tax, while pass-through income to shareholders is taxed at the flat 3% individual income tax rate. Consult a CPA about which structure works for your situation.

Tip 3: File online for instant confirmation. The geauxBIZ portal provides immediate email confirmation and a PDF copy of your filing. Mailing takes 1 to 2 weeks for processing.

Expected Results and Timeline

Once you file your Articles of Incorporation:

  • Immediately: Your corporation legally exists as a separate entity, with liability protection for shareholders. If filing online, you receive confirmation within seconds.
  • Within 24 hours: The Secretary of State updates its database, and your business can be searched on the public registry.
  • Within 1 to 2 weeks: If mailed, the stamped Articles arrive by return mail.
  • Within 2 to 4 weeks: You should have your EIN from the IRS and any required local licenses.

From start to finish, incorporating in Louisiana takes 2 to 4 weeks if you use the online portal and have all documents ready. If you mail your filing, add 1 to 2 weeks for postal time.

Disclosure and Next Steps

This article is informational and does not constitute legal or tax advice. Incorporating creates legal obligations, tax implications, and liability protection that vary by situation. Before incorporating, consult a Louisiana attorney to discuss your specific circumstances and a CPA to understand your tax status. The cost of professional guidance is small compared to the long-term consequences of errors.

For more information, visit the Louisiana Secretary of State website at https://www.sos.la.gov/business-services, or contact the Louisiana Small Business Development Center at https://louisianasbdc.org/.