If you’re representing a pre-existing profit or non-profit corporation and you’d like to transact business in Louisiana, you will first need to apply for authority from the Secretary of State. This will involve filing the necessary paperwork either online using your geauxBIZ account or by printing off the PDF of the application and sending the completed forms to the state offices. The $125 filing fee associated with foreign corporation registration can be paid by credit card, check or money order depending on your filing method. As geauxBIZ has consolidated the Secretary of State, Department of Revenue and Louisiana Workforce application requirements, it is the online filing option that we would recommend you utilize. All foreign corporations must apply for authority to transact business in accordance with LA Rev Stat § 12:301.
In Louisiana, as in all states, each business entity must operate under a name which is completely distinguishable from all other entities. The Secretary of State website has asked foreign and domestic companies alike to file for a Name Reservation to both ensure that their name is unique and to prevent other entities from registering under it for a period of either 60 (nonprofit) or 120 (profit) days. If you are filing online, the name reservation will allow for you to apply for an FEIN which you will use later in your application. When you arrive at the payment of your filing fee, the cost of the name reservation will be subtracted from your total.
How to Apply (Online)
Step 1- The first step will be navigating to you geauxBIZ login page and entering your credentials into the empty fields. If you don’t currently have an account, click on the Create Account link and supply the required information. We’ve supplied a brief tutorial on the account creation process for those who find it confusing.
Step 2- Now that you’ve created and logged into your account, you will find yourself at the dashboard. There you will be able to make a name reservation guaranteeing the uniqueness of your corporate name and providing you with a grace period in which to file. If you wish to continue with the application process immediately, continue onto step 3.
Step 3- With your name reservation completed and your EIN on hand, you will navigate back to your dashboard and select the My Businesses tab. This will present you with the ability to view the details of your name reservation filing by clicking on the eye icon on the far right hand side of the screen.
Step 4- On the subsequent page, click on the Activities & Actions function highlighted below to convert your name reservation into a business registration.
Step 5- Click Next on this page as it is simply reminded you that you need a FEIN to complete this filing.
Step 6- The first information required in your application of authority is the corporation name, the FEIN and the previous name (applicable if you are using a fictitious name).
Step 7- Next you will be asked the full address of your principal office in the country/state of initial organization/incorporation. Enter the telephone number and email as well at the bottom.
Step 8- Below this you will be asked to supply the principal business office address, principle business establishment in Louisiana and the mailing address. If any of these are the same, you can use the copy and paste function found in beside the City, State, Zip fields.
Step 9- On the next page will be the fields in which you will supply the registered office address and the registered agent(s) information. This will involve indicating whether the RA is a person, a law firm or a service company.
Step 10- You may include the nature of the business to be transacted if you wish, however this is optional and can be skipped. Below that, a mandatory action is to supply the name, full address, role, SSN and phone number of each director and officer involved in your corporation.
Step 11- Provide your electronic signature (type your name) and the title you hold within the company to continue. You will be warned that if your registered agent does not complete the agent acceptance process online within 7 days, you will need to re-file this application.
Step 12- At this point you will be able to upload your certificate of good standing.
Step 13- A summary of all the information that you’ve entered thus far will allow you to review and edit any data which is inaccurate.
Step 14- Following the summary of all information required by the Secretary of State, the application will move on to the Department of Revenue section. The first thing that they will ask is that you describe your business activity. In clicking on the Lookup function on the bottom right, you will be able to make such a distinction by selecting the applicable options in the drop down menus. Doing so will also provide the NAICS code of each activity. Once the contribution field reaches 100%, you will be able to continue.
Step 15- If your corporation applies for sales tax, click Yes to begin registering an account. If this does not apply to you, you will be able to skip this step and the whole account registration procedure by selecting No.
Step 16- If you operate with the use of resident or nonresident employees within Louisiana, you will be required to register for a withholding tax account. Select Yes then begin by specifying the date you began paying employees and the amount of tax withheld from them each month. Skip this step if this doesn’t apply to you.
Step 17- You will most likely need to register for a corporate income and franchise tax account. It will take a few minutes to complete that application before being able to continue with the rest of the registration process.
Step 18- Any other taxes that you feel your obligated to pay can be recognized here. Select Yes and answer the questionnaire that they present you with. If you feel that you’ve registered for all the necessary accounts, you can continue, again, by clicking No.
Step 19- Review all the information you’ve just entered on tax accounts and make sure that everything you’ve submitted is accurate.
Step 20- The Louisiana Workforce Commission will ask whether or not you have employees in state and if your business pays a federal unemployment tax. As this is the case for most businesses, you will need to complete another registration form which will ask the contact person of your account, the total wages of each calendar quarter, whether or not you have a contract with a professional employer organization and more. If you don’t use employees and you’re not subject to the federal unemployment tax act, click No to review the final summary page.
Step 21- Any last minute corrections can be made here. Once you’ve double checked all the information that you’ve submitted, you will be able to finish by paying the filing fee.
Step 21- Provide your credit card information and review the online transaction costs. GeauxBIZ will subtract the cost of the name reservation conducted at the beginning of the registration process and they will charge an additional $5 for state online registration fees. Checkout & File to finish the application for authority of your foreign corporation.
How to Apply (PDF)
Step 1- Begin by downloading the Foreign Corporation Application for Authority.
Step 2- First fill out the transmittal form supplying the corporation name, your contact information and the method of payment.
Step 3- The Application for Authority will ask this information of applicants:
- Parish/State name
- 1-Corporation name
- 2-Previous name
- 3-Principle office in state/country of incorporation
- 5-Principle business office address
- 6-Principle business establishment in Louisiana
- 7-Registered office in Louisina
- 8-Registered agent and full address
- 9-Nature of business to be transacted
- 10-Names and full addresses of officers and directors
- Signature of notary and the date
- Signature of registered agent
- Signature of notary and the date
Step 4- Now you can prepare the filing fee. If paying the $125 by credit card, provide the card number and expiration date on the transmittal form. If paying by check, make it payable to the Secretary of State and attach it to the application.
Step 5- Place both filing fee and application along with the certificate of good standing into an envelope and mail all items to the below address. This will mark the completion of your filing with the Secretary of State.
P. O. Box 94125
Baton Rouge, LA 70804
Renewal– In the State of Louisiana, all businesses are required to renew each year. The Secretary of State will inform businesses 1 month prior to their renewal date that their annual report is due by sending a notification to your geauxBIZ account or by mailing a postcard to the address indicated in your Application for Authority. If a foreign entity fails to update the office through the filing of this document, the Secretary of State has the right to revoke the business. To make this filing, you will be required to navigate to the Secretary of State website and enter your charter number and renewal ID.