Key Takeaways

  • Naming Requirements: Louisiana LLC names must include "Limited Liability Company" or an abbreviation like "L.L.C." and must be distinguishable from existing businesses.
  • Articles of Organization: Must include business details, be notarized, and be filed with an Initial Report and appropriate fees.
  • Registered Agent: Required for all Louisiana LLCs and must have a physical address in the state.
  • Operating Agreement: Optional but recommended, especially for multi-member LLCs.
  • Louisiana LLC Taxation: LLCs are generally treated as pass-through entities for federal tax purposes but may be subject to Louisiana franchise tax and corporate income tax if elected as a corporation.
  • Annual Reporting Requirements: Louisiana LLCs must file an annual report to maintain good standing with the state.
  • Benefits and Risks of LLC Formation: Offers liability protection and flexible management but includes setup costs, ongoing compliance, and potential self-employment taxes.

Louisiana LLC rules include specific requirements for the name of the business and the filing of the Articles of Incorporation. Names must be distinctive so that government agencies and departments can easily identify one from the other. Naming an LLC involves strict rules, no matter which of the 50 states you are doing business in.

Naming Your Louisiana Business

When you start a business in Louisiana and determine that it will operate as an LLC, you must follow some specific rules regarding the name of your company.

  • To be approved by the Secretary of State, the name must include the words "limited liability company" or at least the abbreviation "L.L.C." or "L.C." The name of a for-profit company cannot include any words that might lead someone to believe the business is a nonprofit or a charity.
  • If the company is a low-profit SMLLC must include the words "Low-Profit Limited Liability Company" or the abbreviations "L3C" or "l3c."
  • Business names cannot include words that might make it look like a government entity. This includes terms like parish, agency of the state, or agency of the United States.
  • If the name of the business includes certain restricted words, you have to file additional forms, and you may have to show that you have a licensed professional as part of the LLC.
  • The name you choose must be sufficiently different from businesses already registered with the Secretary of State in Louisiana. You can go online to see if the name you'd like to use is available, or you can call 225-925-4704. You can also fax to the Secretary of State at 225-932-5314.
  • Once you've found the name you want, you can reserve it for up to 60 days by filing, online or by mail, a Name Reservation Form #398 with the Secretary of State. A filing fee of $25 goes with the form. You can apply for one or two extensions of 30 days each at no additional fee. To do that, you just need to submit a written request.

Filing the Articles of Organization

Creating an LLC in Louisiana requires filing the Articles of Organization Limited Liability Company Form #365 with the Secretary of State. These documents can be filed online or by mail and must include:

  • The business name, address, purpose, and how long it is intended to operate.
  • Notarized signatures.
  • An Initial Report Form #973 with the names and addresses of organizers, members, and managers, including the registered agent. This document must be signed and notarized.
  • A filing fee of $100, payable via check, money order, credit card, or cash.

Normal processing times vary depending on how many applications have been filed ahead of you. Usually, everything will be completed in three to five business days. If you need faster service, you can pay an additional fee for expedited processing. You can get it done within 24 hours for $30. For a fee of $50, you can get the process completed while you wait. Fees may change from time to time, so you should always check for the most recent information.

Appointing a Registered Agent

Louisiana LLCs must have a registered agent for service of process. This is a person or business who can accept legal and tax documents for the LLC and notify the members in the case of a lawsuit. The registered agent must have a physical street address in Louisiana and regular business hours. Section 12:1319 of the Louisiana Limited Liability Law requires the LLC to keep certain records at the registered office. An LLC cannot act as its own agent. The agent can be:

  • An individual resident
  • An attorney or partnership
  • A domestic or foreign company approved to function as a registered agent for another organization

The LLC Operating Agreement

An operating agreement is not a legal requirement in Louisiana, but having one is wise, especially if you have more than one member. The operating agreement lays out how the company will operate. At a minimum, it should include provisions for management, profits, losses, and capital contributions. If you do elect to have an operating agreement, you don't have to fill it with your Articles of Organization.

Understanding Louisiana LLC Taxation

Louisiana limited liability companies are generally classified as pass-through entities for federal tax purposes, meaning profits and losses flow through to members' individual tax returns. However, LLCs can elect to be taxed as a corporation if they choose.

For Louisiana state taxes, the tax treatment depends on how the LLC elects to be classified:

  • Single-member LLCs: Treated as disregarded entities by default unless they opt for corporate taxation.
  • Multi-member LLCs: Treated as partnerships by default unless electing corporate status.
  • LLCs Electing Corporate Taxation: Subject to Louisiana corporate income tax and franchise tax.

The Louisiana corporate income tax rates range from 3.5% to 7.5% based on taxable income levels. In addition, corporations (including LLCs electing corporate taxation) must pay an annual franchise tax based on taxable capital employed in Louisiana, with a minimum of $110.

Always consult the Louisiana Department of Revenue or a qualified tax professional to ensure compliance with state tax obligations.

Louisiana LLC Annual Report Requirements

To remain in good standing with the Louisiana Secretary of State, all Louisiana limited liability companies must file an annual report. This report verifies the company’s basic information, including:

  • Names and addresses of members and managers
  • Registered agent information
  • Principal business address

The filing fee for the annual report is $30, and it can be submitted online through the Louisiana geauxBIZ portal. Failure to file may result in administrative dissolution of the LLC.

Pros and Cons of Forming a Louisiana LLC

Before forming a Louisiana limited liability company, it is important to weigh the benefits and drawbacks:

Advantages:

  • Limited personal liability for members.
  • Flexible management structure.
  • Pass-through taxation (if not electing corporate status).
  • Fewer formalities than corporations.

Potential Drawbacks:

  • Self-employment taxes may apply to members' earnings.
  • Annual filing and franchise tax obligations.
  • Costs associated with formation and maintenance.
  • Not suitable for raising venture capital in most cases.

An LLC may be the right choice if you are looking for liability protection with minimal corporate formalities. However, business owners should evaluate their goals and consult with a legal or tax professional to determine the best structure.

Frequently Asked Questions

  1. Do I need an operating agreement for my Louisiana LLC?
    No, Louisiana does not legally require LLCs to have an operating agreement, but it is highly recommended to outline management rules and ownership rights, especially for multi-member LLCs.
  2. How are Louisiana LLCs taxed at the state level?
    Most Louisiana LLCs are pass-through entities but may be subject to corporate income and franchise taxes if they elect corporate status.
  3. What is the cost to form an LLC in Louisiana?
    The initial filing fee for the Articles of Organization is $100, plus a $25 fee if reserving a business name beforehand.
  4. Is a registered agent required for a Louisiana LLC?
    Yes, Louisiana law requires all LLCs to designate a registered agent with a physical address in the state.
  5. How do I keep my Louisiana LLC in good standing?
    You must file an annual report with the Secretary of State and keep your registered agent information up to date.

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