Form a Corporation or LLC in Louisiana Today

Choosing a Corporation Name

The name you decide on for your new corporation cannot be the same as or deceptively similar to the name of any other Louisiana business entity registered or reserved with the state. The name may not include language that states or implies that the corporation is organized for a charitable or nonprofit purpose other than one permitted by state law or than stated in its articles of incorporation. It also may not contain the phrase “doing business as.”

The name must, however, include the words “incorporated,” “corporation,” “limited,” or “company,” or an abbreviation of one of those terms. If using the word “company,” it may be preceded by the word “and” or an equivalent symbol, such as “&.”

Available corporate names can be initially reserved with the state for up to 60 days for a $25 fee, with up to two 30-day extensions upon request.

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

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.

Requirement 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.

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