Articles of Organization

Getting your Louisiana LLC up and running means that you must file articles of organization with the Louisiana Secretary of State, along with a $60 filing fee. The articles of organization (an original and one copy) for the new LLC must be signed by at least one organizer, who may be any person or recognized entity capable of entering into a contract; there is no requirement for an organizer to be a member of the LLC.

The articles must include the LLC's name and its purpose of organization-or you are allowed to use the phrase, "any or all lawful conduct for which a limited liability company may be organized."

The certificate can also contain other items that the members desire to include (presuming they don't conflict with state law), even if they are also included in the operating agreement, such as:

• Any limitations on the authority of members to bind the LLC, or a statement that such limitations are contained in a written operating agreement
• Whether the LLC will be member-managed or manager-managed
• Any restrictions on managers' authority, or a statement that such restrictions are contained in a written operating agreement
• The period of the LLC's duration (either perpetual or for a set time), including the latest date, if any, on which the LLC is to dissolve
• Who is authorized to establish or certify members' membership, the authenticity of any records, or the authority of any person to act for the LLC, unless otherwise provided in the articles of organization
• Any other provisions that the member(s) elect to be set forth, so long as they do not conflict with state law

Your LLC has achieved officially "organized" status once the signed, notarized articles of organization (one original and one copy) are received by the Louisiana Secretary of State's office with the filing fee. A "Transmittal Information" cover page must also be included with the articles, and a separate "Limited Liability Company Initial Report" must accompany the articles as well. This form must be signed by each person who signs the articles, as well as the LLC's registered agent.

Registered Agent and Office

Louisiana LLCs are required to have a registered in-state agent who is designated to receive official administrative and legal correspondence. The registered agent can be an individual Louisiana citizen who resides in the state, or it can be a corporation or LLC that is authorized to do business in the state.

The registered office may be (but doesn't have to be) the LLC's place of business.

Operating Agreement

Nearly as critical to the LLC as the articles of organization is the operating agreement. This can be amended in a way that's specified by the agreement itself, or in a manner permitted by state law. The state doesn't officially require your LLC to have this-but it's a critical internal document that officially documents how your LLC will operate on both a day-to-day and a strategic basis. The operating agreement should name the members, specify how much each member has invested, explain how profits will be divided, and state how much proportional "weight" each member has when issues are voted upon.

The operating agreement may also specify meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn't have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.

Membership in the LLC

An LLC is required to have one or more members; each member must be either a natural person or a business entity recognized by the state. Members may become a member of or acquire an interest in the LLC when it is first started (using the method set forth in the operating agreement), or when the new member's admission is recorded in the LLC's records.

To join the LLC, the prospective member usually needs to make a contribution of some kind-for instance, pay cash, transfer property to, or perform services for the LLC-or take on a binding obligation to do so. However, a member may be admitted to the LLC without acquiring a membership interest if the rules in the articles of organization and operating agreement permit it, or if the members all agree and the admission is documented in the LLC's records.

Unless otherwise specified in the articles or operating agreement, members and managers each have one vote, and members and manager decisions must be made by a majority of managers.

An LLC member can only resign in accordance with applicable provisions in the articles of organization or the operating agreement. One or both of these documents will also usually state the minimum amount of time a member can maintain membership before being allowed to resign.

In Louisiana, even if there is not a specified time or event that allows a member to withdraw or resign, a member may resign after giving at least 30 days written notice to the LLC at its registered office and to each member and manager at their respective addresses.

LLCs can pursue remedies for damages suffered by the organization that result from a member's resignation, or from a resignation that breaches the operating agreement.

Ongoing Requirements

Each Louisiana LLC must file a report annually (on or before the LLC's organization anniversary) with the Commercial Division of the Louisiana Secretary of State's office that includes the following:

• The physical address (not just a post office box) of the LLC's registered office
• The name and physical address of its registered agent(s)
• The name and physical address of each manager (if the LLC is manager-managed) or each member (if the LLC is member-managed)

The annual report must be filed by a manager if the LLC is manager-managed, or by a member if it is member-managed.

Additionally, each LLC must keep these kinds of records available at its office for review or inspection:

• A list of the full name and address of each member and manager (if the LLC is member-managed)
• Copies of records which would enable a member to determine the relative voting rights of the LLC's members
• A copy of the articles of organization, along with any amendments
• Copies of the LLC's federal and state income tax returns and reports for the past three years
• A copy of the operating agreement
• Copies of financial statements for the past three years

Also, it's a very good idea to keep on file and available the minutes of the meeting of the board and any committees of the owners or members.

Dissolution

Unless otherwise stipulated in the articles or operating agreement, a Louisiana LLC is dissolved when any one of the following events occurs:

• Event(s) specified in the articles of organization or operating agreement as requiring dissolution
• The required number or percentage of members specified in the articles or operating agreement agree to dissolve the LLC
• Event that makes it illegal for the LLC to continue
• A court order ordering dissolution

Taxes

An LLC by its nature offers some tax advantages over a corporation's structure, including the availability of more deductions. The biggest advantage is that an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a "pass-through entity" for tax purposes, so that the LLC owners report business losses or profits on their personal tax returns, in the same way that a partnership does.

The LLC tax rate for Louisiana is variable, depending on Louisiana taxable net income.

Articles of Incorporation

The Louisiana Business Law-contained in Title XII (Corporations and Associations), Chapter 1, of the Louisiana Revised Statutes-requires that articles of incorporation must be filed with the Louisiana Secretary of State including the following information:

• The name and address of each incorporator
• The corporate purpose(s) (this may be a general statement of "any lawful activity")
• If the corporation is not perpetual, its duration
• The corporation's taxpayer identification number
• The aggregate number of shares and relative rights of each class that the corporation is authorized to issue
• If there is only one class of shares, the par value of the stock

The filing fee is $60. The articles should be delivered by one or more incorporators, who may be anyone you choose.

Some other items that aren't required-but which are allowed to be included in the articles of incorporation if desired-are:

• . Any shareholder preemptive rights
• . Regulations governing the powers of the corporation, its board of directors, and its shareholders
• . Any reversionary attributes of the corporation's cash, property, or stock
• . Limitation of director liability to the corporation or its shareholders in certain situations

Louisiana also requires that an Initial Report be filed along with the articles of incorporation, containing the name and address of any initial directors and the street address and municipal location of the corporation's registered office and registered agent.

Registered Agent and Office

Louisiana corporations must have a registered agent in the state-the person or office designated to receive official administrative and legal correspondence from the state.

The registered agent must be: a resident individual of Louisiana; a business corporation; a partnership or professional law corporation authorized to conduct business in Louisiana; or a foreign (out-of-state) corporation authorized to transact business in Louisiana.

Louisiana requires that every corporation maintain a registered office in the Bayou State, which is considered the Louisiana corporation's domicile.

Bylaws

Bylaws govern the corporation's business and affairs. A Louisiana corporation is required to keep its bylaws available at its principal executive office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation's bylaws at their first meeting, insuring that there is no conflict with the corporation's articles of incorporation. They should also keep them updated as time goes on. Bylaws set forth the corporation's basic operating principles from both the managerial and legal perspectives, and should include (as a minimum):

• What authority directors have, how many there are, and how long they serve
• Duties and responsibilities of officers and how long they serve
• How consensus on major decisions is reached, both with and without meetings
• How, when, and where shareholders' and directors' meetings are held
• How the corporation's stock is issued
• Requirements for publishing annual financial information to shareholders

Directors and Officers

The board of directors has the responsibility of making the corporation's major decisions. There must be at least one director, and all directors must be natural persons (not legal or business entities). No director may serve more than five years in one single term. The articles of incorporation or bylaws may prescribe additional qualifications for directors.

Officers of the company must be either listed in the bylaws or elected by the board. A president, secretary, treasurer, and one or more vice presidents must be elected by the board of directors. However, if the officers are listed in the articles or an amendment to them, a street or physical address must be listed for each officer. An officer may hold more than one office in a Louisiana corporation, provided that no officer signs a certificate or other legal instrument in more than one capacity.

Required Reports

Louisiana corporations must file a report annually on or before their anniversary of incorporation with the Commercial Division of the Louisiana Secretary of State's office. The annual report must include the following:

• The street address and municipal location of the corporation's registered office, registered agent, directors, and officers
• The number of issued shares of each class of its authorized capital stock
• The taxpayer identification number of the corporation.

Taxes

Louisiana's corporate tax structure consists of five brackets and a top rate of eight percent, which takes effect at an annual corporate income level of $200,000. Among states levying corporate income taxes, Louisiana's rate ranks 17th nationally.