How To Fill Out The Louisiana Articles of Organization
If you are forming a Limited Liability Company (LLC) in the state of Louisiana, the first step is to complete the Articles of Organization. This key document is what officially creates the LLC with the state of Louisiana.
While this guide is no substitute for proper legal guidance, I’ll walk you through the steps of filling out the Louisiana LLC Articles of Organization.
Steps To Fill Out The Louisiana LLC Articles Of Organization
To create a Louisiana LLC, the Articles of Organization need to be filed with the Louisiana Secretary of State and can be downloaded (Form 365)and filed by mail or filed online through the Louisiana Secretary of State’s geauxBIZ website.
Depending on the parish where the LLC will be located, online filing may be the only option. LLCs with a registered office address in the Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa, or Terrebonne parish will have to file the online application.
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Let’s go over how to fill out the LLC Articles of Organization in Louisiana. To get started, visit the Louisiana Secretary of State’s website.
To get started, locate the “Get Started” button.
The select “Register a Louisiana business just starting up”
Then click on “Start New Business Filing”
Step 1: Choose the Type of Entity
Next, select the type of entity you want to form. Since I’m going over how to form an LLC in Louisiana, I’ll choose “LLC (Limited Liability Company)”
Then select from whether the LLC is a Domestic LLC or Foreign LLC. The Domestic LLC is the most common when starting a business in Louisiana. A Foreign Limited Liability Company is when there is an LLC that has been registered in another state, but now wants to grow and physically transact business within the state of Louisiana.
Step 2: Register for State Taxes
The Louisiana geauxBIZ website is actually one of the best out of the states when starting an LLC because they integrate business registration from other state agencies, so a new business owner makes sure they get started right.
For instance, on this next screen, you are asked about whether the business will be collecting sales tax or needing to register as an employer. Most states don’t do this at all.
Enter the relevant taxes and then click Next.
Then you are asked to choose the LLC ownership type.
One of the significant benefits of the Limited Liability Company is the tax flexibility it provides. When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:
While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.
Related: How can an LLC be taxed?
By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.
Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.
Multi-member LLCs will, by default, be taxed as a partnership. The LLC members can also elect to change the taxation to a C-corporation or an S-corporation when filing the Employer Identification Number (EIN) registration with the IRS.
In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership is that the profits and losses are passed to the member’s federal income tax returns based on their percentage of ownership. As a result, the owner will pay self-employment taxes on all business profits. As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes. Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.
Before electing how your LLC will be taxed, consider talking with an accountant to assess which one will be best for you. Some tax elections, such as the C corporation, may be detrimental for some people due to double taxation.
Step 3: Pick a Name for the LLC
The next step in filling out the Louisiana Operating Agreement is to pick a business name.
There are a few requirements when choosing a Louisiana LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Louisiana. You can verify name availability by doing a Louisiana LLC name search with the Louisiana Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
Enter the LLC name, including the identifier, to continue.
Step 4: Enter the LLC’s Purpose
This section is asking for information regarding the business activities of the LLC.
The first option lists “Engaging in any lawful activity for which limited liability companies can be formed.” The other option is to enter specific information about what the business does.
It’s usually recommended to stay with the more general option because if a specific business activity is entered and the business changes course later, an additional filing will be needed to revise the Articles of Organization.
Related: How to answer the business purpose statement
Next, you are asked about the duration of the LLC.
The duration section of the Articles of Organization allows the members to choose a specific date the LLC will close.
Most LLCs will select perpetual as there isn’t a set end date in mind for the business, which is more common for investment-related entities.
If there is a predetermined date the LLC will close, enter the date here.
Step 5: Add the LLC’s Registered Office Address
In Step 5, we will enter the LLC’s registered office information. This address is not required to be the physical address of a storefront, but it does have to be an address in the state of Louisiana.
Below there is a field to include a mailing address, if you prefer to have correspondence from the Secretary of State to be sent.
Step 6: Appoint a Registered Agent
Every Louisiana LLC must have a registered agent who is responsible for receiving legal documents on behalf of the LLC. The registered agent must either be a Louisiana resident or a business with a physical office in the state of Louisiana.
You can either appoint an individual such as yourself as the registered agent or appoint someone else, such as a friend, or family member, or an entity such as a professional registered agent service.
The main requirements to be a Louisiana registered agent are that they are an adult and be at a physical address during normal business hours.
Related: What is a Louisiana registered agent?
Step 7: Select the Management Type
This section asks if the LLC is Member-Managed or Manager-Managed.
– Member-Managed LLCs (most common) are LLCs where the LLC members have an active involvement in the management of the business.
– Manager-Managed LLCs are LLCs where the members hire a manager to run the LLC, similar to a CEO of a corporation.
The contact information of all the members and managers are added.
Step 8: Sign the Articles of Organization
Next, an authorized agent of the LLC will sign and date the Articles of Organization.
Step 9: Review the Articles of Organization
Review the information submitted in the Articles of Organization and if they are correct, click “Next”
Step 10: Pay and File
Last, enter payment information and submit the Articles of Organization to the Secretary of State.
Louisiana LLC FAQs
How much does it cost to form an LLC in Louisiana?
The cost to file the Articles of Organization and form an LLC in Louisiana is $100 for the filing fee to the Secretary of State.
What is the processing time to form a Louisiana LLC?
It usually takes the state 2-3 business days to process the Articles of Organization when filing online or 1 week when filing by mail.
When is a registered agent needed in Louisiana?
All Louisiana corporations and LLCs are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of Louisiana that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Related: Who can be a Louisiana registered agent?
Does Louisiana require LLCs to have an operating agreement?
Under Louisiana law, RS 12:1319 states that a Louisiana LLC operating agreement is optional. Despite the operating agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What does Louisiana require for LLC formations other than the articles of organization?
If filing the Articles of Organization mail, an Initial Report will need to be filed along with the Articles of Organization. In this form, you will need to provide:
– Legal name of the LLC
– Physical street address of the LLC’s registered office (PO Boxes aren’t allowed)
– Name and address of the Louisiana Registered Agent
– Name and address of the LLC Members
Does an LLC need a business license in Louisiana?
The requirements for business licenses and registrations in Louisiana vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Louisiana.