If you’re looking to form a Louisiana limited liability company, it is advised that you do so using the Secretary of State designed online portal, geauxBIZ.com. Filers will also have the choice to choose what is called a low profit LLC or L3C, which will have a similar filing process. GeauxBIZ has streamlined the business registration process by consolidating the Secretary of State, Department of Revenue and Louisiana Workforce Commission into one filing form. Filers can also submit their documentation through the mail by downloading the Articles of Organization (found below) and sending them to the office of the Secretary of State with the attached filing fee ($100). In this tutorial we’ve detailed both filing processes and incorporated a few additional tips that may prove helpful during the formation of your business. Keep in mind that all filings for the creation of a domestic LLC will need to be done in accordance with RS 12:1304 of the Louisiana Laws.
It will be necessary for you to file with the Secretary of State using a name that is completely unique to your entity (see code RS 12:983). To ensure that this is the case, you can either perform a Business Entity Search (which will suggest but not ensure availability) or you can file a Name Reservation. This reservation will also allow you to prevent other businesses from registering under your business name for a period of 60 days prior to your filing.
How to File (Online)
Step 1- Begin by navigating to the geauxBIZ login page and entering your credentials into the empty fields. If you don’t have an account, you can easily register for one with the help of our tutorial.
Step 2- As mentioned above, the first step in your filing process will be reserving your company name. This can be accomplished online and will only take a few minutes.
Step 3- Once the name reservation is complete, you can use the info to obtain your FEIN.
Step 4- Assuming that both of the previous steps have been accomplished so that you have both the name reserved as well as a Federal Employer Identification Number, you can proceed to your dashboard. There you will be able to click on the My Businesses tab to view your filings. Select the button on the far right that resembles an eye.
Step 5- The following page will give the name reservation details as well as a few other bits of information. Click on the Activities & Actions option (highlighted below) to turn your name reservation into a business registration.
Step 6- You’ll then be able to review your reservation number and the name reserved. Here they will remind you to have your FEIN on hand for the following application. Click Next to begin the Secretary of State forms.
Step 7- This is the only step in which the online registration for an LLC will differ from that of a L3C. In the purpose of formation field, the LLC organizer will have the option to choose a default purpose while the L3C will be required to type their answer into the supplied field. The first page will require that you supply the following:
- Name of LLC
- The purpose of formation (see below for L3C field)
- The duration of LLC (leave blank if perpetual)
- Any other provisions (optional)
- Electronic signature (typed name of organizer)
- Title of organizer
Step 8- Next, supply the address of the LLC’s registered office followed by the mailing address. If you use the copy/paste function found beside the city, state, zip drop down menu, you can avoid the hassle of entering the name twice. This is of course only the case if the two addresses are identical.
Step 9- Here you’ll have to supply the registered agent(s) information which will include their full name, type (person, service company, law firm), their contact info and their full address. After you’ve finished entering the partner’s information below that, a warning will appear on your screen (displayed below). This alert will remind you that the registration process requires that the registered agent complies to representing your business. They can prove compliance by completing the electronic agent acceptance process which will be sent automatically to their email.
Step 10- Provide in the next set of fields, the name and municipal address of the managers or members of your company. When you have supplied all valid personnel, you can continue to the next step.
Step 11- You will be given a summary of all the information which you have filed with the Secretary of State. You can edit each piece individually if you find error. Once you’ve reviewed this thoroughly, you can proceed to the Department of Revenue application.
Step 12- The first thing you’ll need to do is describe your business activity and provide the NAICS code it falls under. As this is probably not memorized, you may use the Lookup function’s drop down menus to identify your activity and code. Indicate the percentage of contribution of each activity until you’ve reached 100%. You can then continue onto the next step.
Step 13- Read the description to find out whether or not you apply for sales tax. If you do, click Yes and proceed to give the date you began sales. You will also need to answer whether you qualify for T.I.F. funds and whether or not you file for use tax. If you don’t need to register for a sales tax account, click No to proceed.
Step 14- All businesses with employees are required to register for withholding tax. If this is the case in your business, you will need to enter the date you began paying employees and the total tax withheld from them. If you don’t plan on operating with the use of other employees, click No to continue.
Step 15- The corporate income and franchise tax applies to businesses that will be taxed as corporations. This will not likely apply to LLC as they usually administer pass through taxation. Click No to continue.
Step 16- If there is another tax type you fee like you should register for, indicate that this is the case and provide the required info in the subsequent window. Otherwise skip this step.
Step 17- The summary of the information provided to both the Secretary of State and Department of Revenue. When you’re confident that you’ve answered all the questions accurately, click Next.
Step 18- The Louisiana Workforce Commission will ask whether you have employees or if your business is subject to Federal Unemployment Tax Act in another state other than Louisiana. If either is true, you will be required to fill out the Unemployment Tax Account application. On this you will have to jump through various hoops in which they will ask you the total wages of your calendar quarter, whether your LLC has contracts with a Professional Employer Organization etc.
Step 19- This final page will summarize your entire application process. Review it one more time before continuing to the payment of the filing fee.
Step 20- Enter your credit card information then finish the filing by clicking Checkout & File. Once back on your dashboard, you will see that the application has been sent. They will notify you when the filing has been accepted.
How to File (PDF)
Step 2- The first page of this document will be the transmittal form. On it you will need to provide the method of payment and payment information, business name, name of applicant and their address.
Step 3- Low-profit LLC filers and regular LLC filers will need to supply nearly identical information. The only difference will be that low-profit LLCs are forced to provide their primary purpose while traditional LLCs need only check off Engaging in any lawful activity for which limited liability companies may be formed. Both forms will required the following data.
- 1-Name of LLC
- 2-Primary purpose of LLC
- 3-Duration of LLC
- 4-Any other provisions
- Date, name and signature of notary (all to be submitted by the notary)
Step 4- The third and final form required is the Initial Report. For both limited liability company variations, this will involve supply the following information:
- 1-The name of LLC
- 2-Registered office address
- 3-Full name and address of registered agent
- 4- Full name and address of each initial manager/member
- Signatures of all who signed the Articles of Organization
- Registered agent’s signature
- Notary signature and the day’s date
Step 5- You can now attach a check to pay the $100 filing fee or you can enter your credit card credentials into the transmittal form. Send all three forms along with the filing fee to the below address and await correspondence from the Secretary of State.
P. O. Box 94125
Baton Rouge, LA 70804
FEIN- It will most likely be necessary to obtain a Federal Employer Identification Number after you’ve registered your LLC. This task can be actually be accomplished before registration with the help of a name reservation. If this is the case, you will be able to use the FEIN to file online. Aside from assisting in the expediting of your submission, the FEIN (sometimes known as EIN) will allow business to begin hiring employees and opening bank accounts using the company name. Internal Revenue Services will use this number to identify you when reporting your withheld employee taxes. For more information on how to apply for an EIN, visit our tutorials on the online and Form SS-4 application processes.
Operating Agreement- This document is not required when filing with the Secretary of State but it is wise to incorporate one into your business structure to relay an provision not already submitted into the original Articles of Organization. This will include the capital contributions of the members or managers of your company as well as their managerial duties and rights. Other important provisions such as the allocation of income and the distribution of assets can be clarified in this document as well. In the heading of this paragraph we’ve linked an operating agreement template, available in Adobe PDF and MS Word formatting, which we recommend you review with your attorney and initial organizers before adopting it as your internal set of bylaws.
Renewal- Businesses will be required to file an annual report each year in order to maintain the status of in good standing. Your report can only be entered within 30 days of the renewal date. To update the Secretary of State with any changes, you will be required to enter your charter number and renewal ID (retrievable by calling the Secretary of State office) into the fields located on the Secretary of State website (linked in paragraph heading). You will then be presented with your online file on which you can edit individual sections if applicable. Domestic entities that fail to file their annual report for three consecutive years will be revoked by the Secretary of State.