This tutorial will demonstrate how to file an Articles of Incorporation for a domestic corporation registering in Louisiana. The option of filing this form online with the Secretary of State’s online registration portal, geauxBIZ, will be accessible to you regardless of the classification of your corporation. This streamlined filing system has combined the three departments responsible in the formation of a new entity, the Secretary of State, the Department of Revenue and the Louisiana Workforce Commission. You will also have the option of filing through downloading the PDF of the articles and sending the completed forms along with the $75 filing fee in the mail to the office the Secretary of State. Be sure that you review the statutes surrounding the filing of the Articles of Incorporation found LA Rev Stat § 12:203 in the 2014 Louisiana Laws.

It is vital that you choose a name for your corporation which is distinguishable from that of any other business entity registered or reserved in Louisiana; the failure to do so will result in a rejected application. The Secretary of State recommends that you perform a Name Reservation prior to your filing to guarantee the authenticity of your company’s moniker. Also, this reservation will be a necessary step in the online filing process as it allows filers to register for their Federal Employer Identification Number before submitting their Articles of Incorporation. When filing online, your FEIN will be asked on the first registration page. Paper filers may utilize this function simply to prevent other entities from taking their name for a period of 60 days prior to incorporation.

How to File (Online)

Step 1- First, navigate to your geauxBIZ sign in page and provide your account credentials into the supplied fields. If you don’t have an account, you will need to create one by clicking the link found on the right of the login fields. We’ve supplied a tutorial for those finding the process difficult.

la-sign-on-1Step 2- Once you’ve been presented with your dashboard, you will need to conduct a name reservation filing.

Step 3- You can use the name you’ve reserved to apply for your Employer Identification Number (aka FEIN). This will be asked of you later in the filing process.

Step 4- Now that your name is reserved and you have your Federal Employer Identification Number on hand, you can navigate back to your dashboard and select the My Businesses heading. You should find your name reservation filing there and, on the far right, a button with the image of an eye on it. Click on that to view the filing details.

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Step 5- Here you will be able to select the Activities & Actions  function on the bottom right hand side of the screen. This will convert your name reservation into a business registration.

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Step 6- Review the information presented to you here. When you’ve finished, click Next to begin the forms.

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Step 7- Here is where you will find the primary difference between the non-profit and profit online applications. Both forms will ask that you provide the name, FEIN, purpose of formation and duration of the corporation. You will notice that profit entities will be required to supply the number of shares as well as their par value.

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la-pc-1Step 8- Provide next, the name and address of each incorporator and specify whether they are a person or another corporation. Below that, profit incorporators will be able to supply other provisions. This step will be available for non-profits too, only it will come up later in the application.

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Step 9- The three addresses you’ll have to provide next are that of the corporation’s initial registered office, initial principle office and mailing address. Use the copy/paste function if any of these are identical.

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Step 10- Supply the registered agent’s information at this juncture. You will be required to indicate whether they are a person, service company or law firm; then you will provide their full name, email address and street address. Below this, supply the names and addresses of all the initial directors.

la-pc-6la-pc-7Step 11- Profit entities will to detail the liability of its directors and officers. This is the point in which non-profits will be able to supply any other provision not already submitted in the Articles of Incorporation. Sign your name and provide your title following either of these steps.

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Step 12- After clicking Next you will be presented with this warning reminding you that your registered agent must complete the electronic agent acceptance process in order for you filing to be complete. Click Close to continue.

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Step 13- The next page will have you reviewing all the information you’ve submitted to the Secretary of State.

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Step 14- The next few steps will involve answering the questions posed by the Department of Revenue. First, they will require that you describe your business activity. This can be accomplished by clicking on the Lookup function and using the drop down menus to both select the nature of your business and provide the NAICS Code. Once you’ve entered all the applicable business activities conducted by your corporation, your contribution percentage should equal 100%. At this point you will be able to continue onto the remainder of the application.

la-lpgp-08Step 15- If you believe that you apply for sales tax, click Yes to register for an account. This will begin by asking the date in which you began sales followed by whether or not you qualify for T.I.F. Funds and whether or not you file for use tax. If none of this applies to you, you can skip this step by clicking No.

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Step 16- If you hire employees, you are required to register for a withholding tax account. You will need to detail the date in which you began paying employees as well as select an option for the total tax withheld from those employees on a monthly basis. Clicking Next will provide you with a series of similar questions.

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Step 17- As you will taxed as a corporation for federal income tax purposes based of the income you’ve generated in Louisiana, this next step will be necessary for your business. To register for a corporate income and franchise tax account, click Yes and answer all the questions in the following pages. Otherwise, select No to continue.

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Step 18- If you believe that you need to register for a tax type other then the ones previous mentioned, indicate that this is the case and provide the necessary data in the following pages. Otherwise, select No and advance to the summary page.

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Step 19- The second of three summary pages will display all supplied information for review. You may edit each step individually. If you are comfortable with the accuracy thus far, continue onto the Louisiana Workforce Commission application.

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Step 20- The question they will ask of all entities is whether they have employees in Louisiana or whether they’re subject to Federal Unemployment Tax Act in a state other than Louisiana. If this is the case for you, you will need to create an unemployment tax account detailing the contact person of said account, the total wages of each calendar quarter, whether you have contracts with a professional employer organization etc. Selecting No will advance you to the final summary page.

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Step 21- Before paying your filing fees, you will have the final chance to edit any piece of information which wasn’t entered accurately. Once this has been finished, and you’re satisfied with the contents of the application, click Next.

la-lpgp-15Step 22- Provide your credit card information to pay the filing fee. Your purchase cost will be displayed with the name reservation fee subtracted from the total. An additional state fee will be administered at $5. Enter your credit card information into the fields and drop down menus then click Checkout & File to complete the filing. You will be alerted on your dashboard when your filing has been approved.

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How to File (PDF)

Step 1- Begin by downloading either the Non-Profit Articles of Incorporation or the Profit Articles of Incorporation.

Step 2- The first page you will see is the transmittal form. That will ask that you specify the method of payment and then provide the corporation name, followed by the applicant’s name and their address.

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Step 3- Following the transmittal form, you will need to fill out the actually Articles of Incorporation. Representatives of non-profit entities will need to supply this data:

  • Name of parish
  • 1-Corporate name
  • 2-Purpose of corporation
  • 3-Duration of corporation (leave blank if perpetual)
  • 5-Address of corporation’s registered office
  • 6-Full name and address of registered agent
  • 7-Full name and address of each incorporator
  • 8-Name, address and term of office of each director
  • 10-Other provisions (optional)

On the second page you will need to provide the signatures of the incorporators. There will be fields for the notarization of the document as well as signature(s) of the registered agent(s).

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Profit corporations will be required to supply the following information:

  • Name of state and parish
  • 1-Corporate name
  • 2-Purpose of corporation
  • 3-Duration of corporation (leave blank if perpetual)
  • 4-Number of shares
  • 5-Par value/classes of shares
  • 6-Name and address of each incorporator
  • 7-Address of corporation’s registered office
  • 8-Address of corporations principle office
  • 9-Full name(s) and address(es) of registered agent(s)
  • 10-Name and address of each director
  • 11-Protection against liability of directors and officers
  • 12-Other provisions

For the second page of the articles you will be required to supply the signatures of the incorporators. You will also need to have the notary public supply the date, your name and their signature. Finally, your registered agent(s) will need to give consent by signing the document.

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Step 4- Attach to this form, a check made out to the Secretary of State for the $75 filing fee. If you plan on paying by credit card, supply the card number and expiry date on the transmittal form. To expedite the process, you will need to pay an additional $30. All forms should be sent to the below address of the office of the Secretary of State.

 Commercial Division

P. O. Box 94125

Baton Rouge, LA 70804

Tips

EIN –  The Employer Identification Number, sometimes referred to as the Federal Employer Identification Number, is a tool used by the IRS to identify businesses withholding taxes. You will be required to apply for one before you incorporate your business online by using your reserved name. The application can be executed both online using the IRS website or by printing off Form SS-4. This identifier will be necessary if you plan on hiring employees, opening bank accounts or registering for corporate credit cards.

Corporate Bylaws – Linked here in the title of this paragraph is a free template for a corporate bylaws, employable by any corporation in the state of Louisiana. Once printed and filled, this document will provide the officers and directors of your company with all the provisions necessary to properly organize the entity’s internal affairs. This is not a legally required document in Louisiana, however, as it is unlikely that the initial Articles of Incorporation will contain sufficient information on the management of the corporation, we recommend including a set of bylaws into your business structure regardless.

Renewal– The renewal date of your corporation will be established exactly one year after the Articles of Incorporation have been approved. Within 30 days of that date, the office of the Secretary of State will inform you that your annual report is due. To submit this document, you will need to navigate to the Secretary of State website (linked above) and enter the charter number and renewal ID into the provided fields. On the following pages you will be able to update all applicable information and pay the filing fee. Those failing to file their annual reports for three consecutive years will have their business revoked by the Secretary of State.