How to Form an LLC in Louisiana

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

An LLC is a form of business organization that combines the limited liability of a corporation with the more favorable tax treatment of a partnership for federal tax purposes.^{[1]
X
Research source} You can easily set one up in Louisiana either online, or by turning in forms in person, via mail, or via fax. While an operating agreement is not necessary to start an LLC in Louisiana, it is a good idea to write one in order to avoid conflicts and to protect your limited liability status.

Method 1

Method 1 of 3:

Forming an LLC Online

Visit https://geauxbiz.sos.la.gov. This website has been set up by the Louisiana secretary of state to assist business owners in setting up their business, establishing its name, and registering it with the secretary of state, Department of Revenue, and Louisiana Workforce Commission.
To use the site, you'll need to create an account by entering your email, address, and phone number. You will then be sent an email through which you can confirm your email address.
The site will ask whether you are an individual or organization. Choose and fill out the necessary information, then click "save information." Once it is saved, you can click "go to dashboard." You will file the necessary documents to form your LLC from the dashboard.
4
Reserve a name. If this is a new business, you will need to reserve a unique business name containing the words "limited liability company" or the abbreviation "LLC" with the Louisiana secretary of state before obtaining a Federal Employer Identification Number. You can check to see if your name is taken online at https://coraweb.sos.la.gov, by phone at 225-925-9704, by fax at 225-932-5314, or by mail at P.O. Box 94125, Baton Rouge, LA 70804.^{[2]
X
Research source} You can reserve the name for 60 days. You can extend this reservation for 30 days free of charge.
- Click "Getting Started", then the "reserve a business name" bubble and "next."
- Click "Start Name Reservation."
- Click the "LLC" bubble, then the "Domestic" or "Foreign" bubble depending on the location of your business, followed by "Next."
- Enter the name you have chosen and your contact information.
- Pay the $25 fee.
5
Obtain a Federal Employer Identification Number (FEIN) from the IRS. If your LLC has more than one member or any employees, you will need to obtain a FEIN from the IRS before filing articles of organization. If you are a one-person LLC, you may use your Social Security Number instead. To get a FEIN:
- Apply online at https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Apply-for-an-Employer-Identification-Number-(EIN)-Online (receive FEIN that same day).
- Call 1-800-829-4933 (receive FEIN that same day).
- Send Form SS-4 by fax (takes 4 days).
- Mail Form SS-4 to Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999 (takes 4 weeks).
6
File your articles of organization. This filing will officially establish your business in Louisiana. You will need to provide your LLC's name and address, FEIN, it's purpose and duration, and a list of the LLC's members' and managers' names and addresses. You will also need to appoint a registered an agent – a person, attorney or partnership, or corporation with an address in Louisiana that agrees to accept legal papers on your LLC's behalf if it is sued.^{[3]
X
Research source} There is also a $100 fee. To file, click "Getting Started", then the appropriate bubble depending on whether you are:
- Converting a name reservation to a business reservation (i.e. you have reserved a business name as in the previous step)
- Just starting the business
- Registering a business that already exists outside Louisiana
- Registering a business created or doing business in Louisiana as a result of an acquisition
- Registering an existing business for the first time.
If you are selling goods and collecting sales tax, or if you have employees, you will need to register with the DOR. If you have employees, you will also need to send an application to the LWC to determine if you are liable or not under the Louisiana Employment Security Law. The geauxBiz site will automatically direct you to submit your DOR and LWC registrations at the same time as your articles of incorporation.
You can complete any stage of the filing process, whether reserving a name or filing articles of organization, in 24-48 hours if you ask for expedited processing. It costs an additional $30.^{[4]
X
Research source}

Advertisement

Method 2

Method 2 of 3:

Forming an LLC Via Fax, Mail, or in Person

1
Know where to submit the required forms. You can submit paper forms to the Louisiana Secretary of state in person, via fax, or via mail. In person requests can be processed while you wait for an additional $50 fee. Fax requests can be processed within 24 hours for an additional $30 fee. Requests by mail can also be expedited, from the time the request is received, for an additional $30.
- Mail to: Commercial Division, P.O. Box 94125, Baton Rouge, LA 70804-9125
- Fax to: 225-932-5314 (include a cover sheet with your name and mailing address, and the credit card number and expiration date for payment of the filing fee)^{[5]
  X
  Research source}
- Deliver the form in person at the secretary of state's office: 8585 Archives Avenue, Baton Rouge, LA 70809. Hours are 8am to 4:30pm, Monday to Friday.
You will need to reserve a unique business name containing the words "limited liability company" or the abbreviation "LLC". You can do a preliminary check to see if your name is taken online at https://coraweb.sos.la.gov, by phone at 225-925-9704, by fax at 225-932-5314, or by mail at P.O. Box 94125, Baton Rouge, LA 70804.^{[6]
X
Research source}
Use Form 398 to reserve the name. Cost is $25 (with a $5 surcharge for credit cards), and you can pay an extra $30 for 24 hour processing. You can reserve the name for 60 days. You can extend this reservation for 30 days free of charge.^{[7]
X
Research source}
4
Get a Federal Employer Identification Number (FEIN) from the IRS. If your LLC has more than one member or any employees, you will need to obtain a FEIN from the IRS before filing articles of organization. If you are a one-person LLC, you may use your Social Security Number instead. To get a FEIN:
- Apply online at https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Apply-for-an-Employer-Identification-Number-(EIN)-Online (receive FEIN that same day).
- Call 1-800-829-4933 (receive FEIN that same day).
- Send Form SS-4 by fax (takes 4 days).
- Mail Form SS-4 to Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999 (takes 4 weeks).
File your articles of organization with Form 365. You will need to provide your LLC's name, address, FEIN, purpose and duration. You will also need to have the form notarized. There is a $100 fee.
The initial report – Form 973 – is found in the same pdf file as the articles of organization. On it, you must designate the registered agent who will accept legal papers on your LLC's behalf if sued. You must also list the names of the LLC's current members and managers, as well as their addresses. This form must be notarized. The articles of organization will not be processed if not accompanied by Form 973.
If your LLC's initial managers or members are not named in the Initial Report, you must file a Supplemental Report, Form 366 naming them after they are selected. There is a $25 filing fee for this report.
If you are selling goods and collecting sales tax, or if you have employees, you will need to register with the DOR to indicate how you will pay your taxes. You can register by mailing Form 16019 to Louisiana Department of Revenue, Taxpayer Services Division, P.O. Box 4998, Baton Rouge, LA 70821-4998.
Liable LLC's will need to pay taxes to cover unemployment insurance for their employees. To determine liability, send an application to the LWC via the online portal.

Advertisement

Method 3

Method 3 of 3:

Preparing an Operating Agreement

1
Create an operating agreement to protect your business. While you do not need an operating agreement to form an LLC in Louisiana, it is a good idea to create one anyway in order to protect LLC members from personal liability, to prevent potential disputes between members, and to facilitate business transactions. In particular, an operating agreement can:
- Protect limited liability status – Without an operating agreement, your LLC might look too much like a sole proprietorship or partnership, leaving you with financial responsibility for the LLC's actions.
- Clarify business structure – In the event of conflict between members, it is helpful to have the operating procedures of your business written down. This will help to prevent disputes regarding profits, hiring, office space, business expenses, etc.
- Protect you from the state – If you have no operating agreement, the default rules of Louisiana state law will apply to your LLC. While these laws are generally quite favorable in terms of personal liability and tax responsibility, it is still a good idea to specify how your LLC operates.^{[8]
  X
  Research source}
- Facilitate transactions like opening a bank account – Many banks will require an operating agreement before you open an account for your LLC. You will also often have to furnish one before renting or buying office space.
2
Know what to put in your operating agreement. The main thing an operating agreement does is set out the terms of membership: ownership percentages, contributions, transfer, and winding up. It can also lay out the duties of respective members. While the content varies, you will want to be sure to include:
- Percentage of members' ownership (i.e. Will ownership and profit distribution percentages be based on the amount of money contributed to start the LLC, or on some other formula?)
- Voting rights and responsibilities (i.e. Are votes weighted by financial contribution or does each member get one vote?)
- Power and duties of members and managers
- Distribution of profits and losses – How much of the profits must be distributed each year? Will profits be distributed regularly or can owner draw them at will?^{[9]
  X
  Research source}
- Rules for meetings and votes
- Procedures for transferring interest of a member
3
Check out sample operating agreements. The best way to get an idea for what is in a typical agreement and how to structure yours is to look at a few operating agreements. While these samples offer useful guidelines, it is still best to have a lawyer review any operating agreement that you draw up. You can find samples at:
- http://www.techagreements.com/LLC-Operating-Agreements.Aspx
Advertisement