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PCF makes it fast, easy and cost-efficient to Form a Corporation in Louisiana
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AND keep up with recurring Louisiana Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your Louisiana Corporation and we will notify you each year well in advance of the due date for
any required Louisiana Corporation reporting requirements
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If you're ready to form a Louisiana Corporation online now
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Check our Louisiana Incorporation options and prices
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If you need more information about forming a Louisiana Corporation online, the information below may help you understand the requirements and implications of
incorporating in Louisiana.
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Do I need a lawyer to form a Louisiana Corporation
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The short answer is no.
The state of Louisiana does not legally require a lawyer to form a
Louisiana Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Louisiana Corporation.
However, if there is anything about Incorporating in Louisiana
that you're not sure about you should seek the advice of a competent Louisiana lawyer, a Louisiana accountant,
or both before you Incorporate in Louisiana.
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Once you have made the decision to Incorporate in Louisiana, a Louisiana lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Louisiana Corporation.
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Put the money you save with PCF right where it belongs
into your new Louisiana Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Louisiana Corporation
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1. Choose a name for your Louisiana Corporation
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- PCF will check to make sure that your Louisiana Corporation name is available, conforms to state of Louisiana
Corporation naming regulations, and will reserve your Louisiana Corporation name with the Louisiana Secretary of State.
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Your Louisiana Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Louisiana Corporation name that you choose must be distinguishable from the name of any other registered Louisiana Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Louisiana.
Your Louisiana Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Louisiana Corporation name must not be a name that is likely to mislead the public.
The name of a Louisiana Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Louisiana Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Louisiana Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Louisiana Corporation
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- PCF can act as the official Registered Agent for your Louisiana Corporation.
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Every Louisiana Corporation must have an address that is physically located in the state of Louisiana.
This address is "registered" with the Louisiana Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Louisiana to receive all correspondence on behalf of the Louisiana
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Louisiana Corporations hire a Registered Agent because they don't have a physical
address within the state of Louisiana or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your Louisiana Corporation
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All Louisiana Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Louisiana Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Louisiana Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Louisiana or shareholders of the Louisiana Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Louisiana Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Louisiana Corporation
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The Board of Directors elects Officers for your Louisiana Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Louisiana Corporation.
Officers handle the day to day operation of the Louisiana Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Louisiana Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Louisiana Corporation.
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5. Determine how you want your Louisiana Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Louisiana Corporation and include it with
your Incorporation documents.
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The Louisiana Corporate Income Tax Rate is variable depending on the annual net income of the Louisiana Corporation.
Louisiana Corporate Income Tax Rates vary from 4 to 8%.
You may form an S Corporation in Louisiana.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Louisiana Corporate Income Tax.
The Corporate Tax structure in the state of Louisiana consists of five tax brackets:
- First $25,000 - 4%
- Next $25,000 - 5%
- Next $50,000 - 6%
- Next $100,000 - 7%
- Over $200,000 - 8 %
Most Louisiana Corporations must also pay a Louisiana Corporation Franchise Tax.
The Louisiana Corporation Franchise Tax is
$1.50 for each $1,000 up to $300,000 of capital employed in the state of Louisiana, and $3 for each $1,000 in excess of $300,000 of capital employed in the state of Louisiana. The initial Louisiana Corporation Franchise Tax is $10.
For more Louisiana Corporate Tax Information click here |
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6. File Articles of Incorporation with the Louisiana Secretary of State
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PCF can draft Articles of Incorporation that are specific to your Louisiana business and file them with
the Louisiana Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in Louisiana you must file Articles of Incorporation with the Louisiana Secretary of State.
The Articles of Incorporation must include certain specific information about your Louisiana business. If the Articles do not conform exactly to state of Louisiana requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Louisiana Corporation but you will have to pay a fee to the state of
Louisiana in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Louisiana Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Louisiana Corporation.
All Louisiana Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your Louisiana Corporation.
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Corporate stock is evidence of ownership of a Louisiana Corporation.
When you form your Louisiana Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Louisiana Corporations hold 100% of the shares.
Stockholders in a Louisiana Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Louisiana Corporation is able to make all Corporate business decisions.
Louisiana Corporations usually hold at least 51% of the corporate stock in order to retain control of the Louisiana Corporation.
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What do I have to do after I form my Louisiana Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Louisiana Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Louisiana Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Louisiana Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Louisiana law or
the Louisiana Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Louisiana office.
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2. Open a Business Bank Account in Louisiana
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It's very important that you have a separate business bank account for your Louisiana Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Louisiana Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Louisiana Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Louisiana Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Louisiana Corporation vary depending on your business activities
and the specific locations within the state of Louisiana in which you want to conduct business.
If your Louisiana Corporation will be selling products in Louisiana you may be required to obtain a Reseller's Permit from the appropriate
Louisiana state agency.
If your Louisiana Corporation will be selling products in Louisiana you will also be responsible for all applicable local and state of Louisiana
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your Louisiana Corporation into a form that complies with all
state of Louisiana requirements.
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Every Louisiana Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Louisiana Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Louisiana Corporation a lot of potential trouble.
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5. File the required Louisiana Corporation reports
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The Louisiana Corporation Annual Report includes basic information about your Louisiana Corporation including information on your Directors and Officers.
Failure to submit a properly completed Louisiana Annual Report to the Louisiana Secretary of State on or before the
due date may subject your Louisiana Corporation to being administratively dissolved in the state of Louisiana or
having its authority to transact business in the state of Louisiana revoked by the Louisiana Secretary of State.
Penalties may accrue if you fail to file any Louisiana Corporation Annual Report to the Louisiana Secretary of State
by the due date.
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6. Keep proper records of your Louisiana Corporation on file
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Keep the following records on file and available at the principal business office of your Louisiana Corporation:
- Names and addresses of all Directors and Officers of the Louisiana Corporation
- Articles of Incorporation for the Louisiana Corporation and any Amendments to them
- Corporate Bylaws for the Louisiana Corporation and any Amendments to them
- List of current shareholders of the Louisiana Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Louisiana Corporation
- Copies of all tax returns and Annual Reports for the Louisiana Corporation for the last 3 years
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Louisiana Foreign Corporation Qualification
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You want to do business in the state of Louisiana but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Louisiana you must register with the Louisiana Secretary of State as
a Louisiana Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Louisiana is called Louisiana Corporation Foreign Qualification.
The process of Louisiana Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Louisiana.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Louisiana Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Louisiana Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of Louisiana click here.
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