Louisiana incorporation is fairly straightforward. Below, we will tell you everything you need to know about how to incorporate your business in Louisiana. SunDoc is a filing company that can help you with the paperwork surrounding your incorporation.

It is not necessary to hire an attorney when it comes to filing paperwork for incorporation. Still, you may need to consult with legal counsel about some of the related matters. Remember that this article cannot be construed as tax, accounting, or legal advice. You should consult licensed professionals to give you specific advice for your situation.

Overview

There is a fee to create a corporation and file articles of incorporation with the Louisiana Secretary of State. It’s essential that you first choose a company name that’s available. The SOS will check this. 

In addition, you have to make sure you know which type of corporation you're choosing (there are several types), who your registered agent is, and what your corporate address is. State how many shares you're authorizing the corporation to issue as well, and decide on the number of shareholders you’ll have, depending on the type of corporation you’ve chosen.

There are several things you’ll need in order to file. First, you’re going to need an EIN from the IRS. An EIN or a Federal Tax ID number can be obtained through our services at SunDoc if you like. In addition, you will have to hold an initial Board of Directors meeting. There, you will appoint all of your officers. Officers do not need to be listed in your articles of incorporation. You’ll need to also adopt your corporate bylaws. These do not have to be filed with the state.

After you have incorporated, within 90 days, you need to file your first Annual Report with the Secretary of State. A Annual Report is a document that lists off your corporation’s directors and officers. Speak with a tax attorney in Louisiana or your accountant for additional advice on taxation in Louisiana.

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Louisiana for certain professionals.

You can simply download the necessary forms from the Louisiana website. These forms certainly meet the minimum requirements for the Louisiana Corporations Code. But in some cases, you might choose to create your own unique forms. Often, lawyers will draft these documents from scratch to meet their clients’ specific needs.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Louisiana corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

In your corporate bylaws, methods of meetings and times of meetings will be set. Additionally, the powers of your corporation’s directors will be set in your bylaws. If you’d like to change or amend your bylaws, this can be done by having a vote of your shareholders and directors at a formal meeting. On the other hand, changing you articles of incorporation it’s a bit harder. You’ll need to file an amendment with Louisiana State.

It’s often advised to have a Corporate Kit for your newly incorporated Louisiana business. A corporate kit includes things like your Corporate Records Book. In your Corporate Records Book, you can store important business documents like stock papers, bylaws, meeting minutes, and other important paperwork. 

These kits also include things like your corporate seal embosser, which is necessary for marking certain legal documents. You’ll also find stock certificates and more in your corporate kit. Go to our Louisiana Corporate Kit page to learn more about the corporate kits we offer at SunDoc. 

Registered Agent

All Louisiana corporations need to have a registered agent. This is an individual or company who will be at a known address on a reliable basis (during weekly business hours). They need to be there for any possible legal communications or otherwise by the state. SunDoc offers this service to help you outsource your business routine. For additional information on registered agents, go to our article entitled: What is a Registered Agent? Why Do I Need One?

Name Search

It is important to choose a good name for your newly incorporated business. This is for your own best branding. But it’s also in order to comply with the law. 

Your name must be fully and clearly available according to Louisiana Secretary of State’s records. If your name is not available for whatever reason, your filing is going to be rejected. It is also important that you meet statutory legal requirements pertaining to your chosen name. It cannot resemble another business’s name so much that it leads to deception, and it cannot mislead the public in any other way either. There are other stipulations as well.

You can conduct your own search for available names, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing information on the general differences between the two corporate tax structures.

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