Welcome to the Louisiana partnership registration guide. The online filing portal, geauxBIZ, has allowed for filers to register with the office of Secretary of State, the Department of Revenue and the Louisiana Workforce Commission simultaneously. Filers will also have the option of registering in the mail with the use of the PDFs linked in this tutorial. It is essential that domestic partnerships, regardless of how they plan on filing, draft their partnership agreement and file it with the Secretary of State prior to their registration. This document can be uploaded in the online filing process but paper filers should submit their agreement in advance to the Secretary of State. Upon completion of the filing forms, online or otherwise, you will be required to pay the filing fee associated with your entity type (listed below). All partnerships will be require to file in accordance with Louisiana Civil Code 2801-2844 Partnerships.
- General partnership- $100
- Domestic limited partnership- $100
- Domestic limited liability partnership- $125
- Foreign limited partnership- $150
- Foreign limited liability partnership- $150
It is essential that you register with the Secretary of State using a name that is completely distinguishable from that of any other entity on file in the name database. To ensure that your name is unique you can either perform a Business Entity Search (which will not completely guarantee availability) or you can file a Name Reservation (which will). This reservation will prevent other businesses from registering under your business name and will enable you to obtain a FEIN which is needed to file online (more on this below).
How to File an LP/GP (Online)
Step 3- On the following page, select the Activities and Actions option that’s highlighted below to convert the name reservation to a name registration.
Step 4- You should be brought to a page which will give you your reservation number and the name to be reserved. It will remind you that you must have a Federal Employer Identification Number to continue.
Step 5- You will now be able to begin the forms by supplying the name of your partnership followed by the Federal Employer Identification Number.
Step 6- Your principle place of business in this State can be provided next by supplying the full address and contact information. Below that, enter the mailing address. If they are identical, you can use the copy/paste feature provided beside the city, state, zip drop down menu.
Step 7- Provide the name and address of each partner as well as their role (either partner, general partner or limited partner). You will need to supply a minimum of 2 partners. Once all necessary members have been added, have the authorized representative sign electronically and submit their official title.
Step 8- Next, upload your partnership agreement which has been approved and signed by all partners.
Step 9- You will be presented with the first summary, the one which details all the information you’ve submitted to the Secretary of State.
Step 10- You will now provide the information necessary for filing with the Department of Revenue. To begin, you will need to describe your business activity. Click on the lookup function and choose the business sector, subsector etc. until you’ve been supplied with the NAICS code. You will need to detail the percentage of its contribution to your company. Once you’ve covered all 100% of the contributions, you may proceed to the following step.
Step 11- If you apply for sales tax, click yes to register for an account. If this is the case, you will need to supply all the information found in the second window. Otherwise, select no and continue to the next question.
Step 12- Any business that has employees performing services will be required to register for a withholding tax account. If this is not the case, click No to continue. If it is, you will need to supply the date you began paying employees and one of the three options which details the total tax withheld from each employee.
Step 13- This will most likely not apply to your partnership as you will not be taxed as a corporation. Click No to continue. If for some reason this is true, click Yes and supply the information shown in the second window below.
Step 14- Indicate if there is another tax type which you apply for. If so, continue by indicating whether you apply for composite individual income tax among other possibilities. Select No to continue with this application.
Step 15- This page will display the summary of the information provided to the Department of Revenue. Click Next to proceed.
Step 16- The Louisiana Workforce Commission will need to know whether you have employees or if your business is subject to Federal Unemployment Tax Act in another state. If you click Yes, you will need to apply for your unemployment tax account. They will asks such questions as whether the employer has a pre-existing account already, the contact person of your account, whether the total wages in a calendar quarter are equal or greater than $1000 and more. If you don’t have employees, simply indicate that this is the case to continue.
Step 17- After submitting the Louisiana Unemployment Tax Account application you will be brought to the third summary page. If all seems accurate, continue by clicking Next.
Step 18- Finally, you will be able to pay the filing fee by entering your credit card information below. You will notice that the reserved name fee has been subtracted from the total. Click Checkout and File and you will be notified on your dashboard when your filing has been approved.
How to File a Registered LLP (Online)
Step 3- On the following page, select the Activities and Actions as shown in the example below.
Step 4- When brought to this name reservation page, you will be able to click Next to change your name reservation into a business registration.
Step 5- The first thing they’re going to ask is whether your partnership agreement is already on file with the Secretary of State’s office. If so, you will be required to submit the PDF application and will not be able to conduct the rest of the filing online. If this is not the case, click No to continue.
Step 6- Provide the name of your LLP as well as the FEIN and number of partners. If you don’t have an EIN, you will be able to obtain one through a name reservation. Use the name reservation to apply for an EIN.
Step 8- Provide the business in which your partnership engages in into the first box. Following this step you will be able to provide the address of the principle office.
Step 9- Provide the Electronic Signature of the authorized representative and their Title on this page.
Step 10- You will be presented with a summary of your submitted information as well as the option to edit each individual part.
Step 11- You can now Lookup your NAICS code by selecting the applicable choices in the drop down menus. Once 100% of the contributions to your company have been covered you will be able to continue to the next step.
Step 12- To register for a sales tax account, select Yes. You will be expected to provide the date you began sales, whether you qualify for T.I.F funds, and whether or not you file for use tax. If you don’t qualify for this type of tax, select No and continue.
Step 13- There’s a strong chance that you will need to create a withholding tax account. Select Yes and supply the required info or No to continue.
Step 14- You will most likely not be required to register for this account type, however if it is necessary, select Yes to continue to the application page. Otherwise, select No to continue.
Step 15- If there is any other tax you feel you apply for, indicate it here. Otherwise, skip this step.
Step 16- The second summary will give you a change to edit all the information you’ve submitted up to this point.
Step 17- Now you will enter the applicable information to the Louisiana Workforce Commission. This will not be necessary if you do not have employees and you’re not subject to the Federal Unemployment Tax Act in another state. If either one of those situations applies to you, you will need to select Yes and submit a Louisiana Unemployment Tax Account application. This will contain such information as the contact person for your account, the total wages in a calendar quarter, whether or not your business has contracts with PEOs and more. Once you’ve finished the application, you can continue to the final steps in your registration process.
Step 18- After you’ve submitted all the necessary information, review all the data and continue when you’re confident that it is as accurate as possible.
Step 19- You will be able to pay the filing fee by credit card before finishing the filing by clicking Checkout & File. On your dashboard, the Secretary of State’s office will notify you when your registration has been approved.
How to File a Foreign Partnership (Online)
Step 3- Here you can click Activities & Actions (shown outlined below) to convert your name reservation to a business registration. On the following page, click Next.
Step 4- Provide here the name of your partnership as well as your FEIN. Select the country of origin and enter in the state or province within that country. If you have a Federal Tax Id Number, acknowledge that you do and provide it in the field below. If not, skip this step. If any of the partners have limited liability or if the partnership intends to own immovable real estate in Louisiana, you must indicate that this is the case here as well.
Step 5- Provide next the principle office address in your initial state/country then the municipal address of principal place of business outside of Louisiana.
Step 7- Then provide the name and address of a consenting general partner followed by their signature and title.
Step 8- You will be able to review all the information you’ve just submitted to the Secretary of State registration forms. Following this, you will be filing with the Department of Revenue.
Step 9- To describe your business activity, you will be required to use the Look Up function to research your NAICS code. Once you’ve provided all the information required by selecting from the 5 drop down menus, your code and description will be automatically submitted into the empty fields. Specify the percentage of your company’s revenue that this business activity provides. Once you’ve covered 100% of your contributions, you may continue.
Step 10- See if sales tax is applicable to your business type. If this is the case, select Yes and provide the information the following page asks of you (displayed below). Otherwise, select No and skip this step.
Step 11- If you have resident or non-resident employees, you will need to apply for a withholding tax account. Select Yes and supply the Department of Revenue with the date you began paying employees as well as the total tax withheld from those employees each month. If this is not the case, skip this question.
Step 12- This step will not apply to partnerships, but you will encounter it all the same. Select No unless there is a reason for which you are taxed as a corporation. Provide the information required on the subsequent page if necessary.
Step 13- Any other tax you feel you will need to specify can be done in the next two pages. Otherwise, click No to continue.
Step 14- Review the information you’ve supplied and continue to the Louisiana Workforce Commission questions.
Step 15- The first question asked will be whether or not you have employees. If you don’t, select No and you can skip ahead to the final summary page. If you will have employees working for you in Louisiana, you will need to apply for an Unemployment Tax Account. This will have you answering a number of questions related to your income, the payroll contact person, whether you’re subject to Federal Unemployment Tax Act outside of Louisiana etc. When you have finished the application, you can continue.
Step 16- This summary will supply you with all the information from the beginning of this process until the end. You may edit individual sections if need be. Otherwise, continue on to the payment page.
Step 17- The payment page will look similar to the one below although the price will be $150 as opposed to $100. You may pay this filing fee by credit card and click Checkout & File to complete your online filing.
How to File a LP/GP (PDF)
Step 1- Begin by downloading the Louisiana Registration Partnership Form.
Step 2- You will have to fill out the transmittal form first, included in the PDF. It will ask the method of payment, the business name, the name of filer as well as their full address.
Step 3- Supply the following information into the registration form:
- Current partnership name
- Previous partnership name (if applicable)
- Louisiana principle office/place of business address
- Effective date of contract
- Telephone number
- Name and address of each partner (attach additional sheet if required)
- Signature, title and telephone number of applicant
Step 4- With the application complete, you will be able to print it off and attach to it a check or money order made out to the Secretary of State which covers the $100 filing fee. Send the form and fee to the below address to complete your filing process.
P. O. Box 94125
Baton Rouge, LA 70804
How to File a Registered LLP (PDF)
Step 1- Partnerships which would like to register as a LLP will need to file the Application of a Registered Limited Liabiliy Partnership.
Step 2- Enter the required information into the transmittal form which will include the payment method, the business name, the name of the applicant and their phone number.
Step 3- Enter the below information into the second page of the PDF.
- Select original filing
- Current partnership name
- Is the partnership agreement filed with the Secretary of State (y/n)
- The address of the principle office in Louisiana
- Number of partners
- The nature of the business
- The authorized representatives name, signature and the date of filing
Step 4- With the filing forms all filled out, you will be able to print them off and attach a check or money order made out to the Secretary of State covering the $125 filing fee. Send the form and fee to the below address to complete your filing process.
P. O. Box 94125
Baton Rouge, LA 70804
How to File a Foreign Partnership (PDF)
Step 1- Foreign partnerships will need to begin by downloading the Statement and Affidavit of Registration of Foreign Partnership.
Step 2- As with all filings of this nature, you will need to supply the information required on the transmittal form. This will include the payment method, the business name, the name of the applicant and their phone number.
Step 3- Provide the below information into the contents of the form.
- Select original filing
- Current partnership name
- Jurisdiction of original formation
- Address of principle office outside Louisiana
- Address of principle office in Louisiana
- Name and address of at least one GP who gives consent
- Does the partnership intend to own immovable property in Louisiana? (y/n)
- Are any of the partners to have limited liability? (y/n)
- Federal Tax Identification Number
- State, Parish/County and Notary’s name
- Signature of GP
- Signature of Notary and the filing date
Step 4- Once you’ve got the forms all filled out, you can print them off and supply the requisite signatures. Next, attach a check or money order made out to the Secretary of State which covers the $150 filing fee. You will also be required to supply a certificate of good standing or like document that has been issued in your jurisdiction of initial formation. Send the form and fee to the below address to complete your filing process.
P. O. Box 94125
Baton Rouge, LA 70804
FEIN- The Federal Employer Identification Number is required when filing online with the Secretary of State of Louisiana. As they have combined filing procedures with other government departments, you will be required to provide this identifier in the beginning of the application. If you are a domestic partnership, you may perform a name reservation to ensure that your name is available before going online to apply or submitting Form SS-4. The EIN is also an essential component to any business entity after registration as it will allow them to be seen as legitimate in the eyes of the federal government.
Partnership Agreement- The drafting of a partnership agreement is another vital step in the creation of a Louisiana partnership. Not only does this document delineate the nature of each partner’s relationship to the partnership, it also provides the Secretary of State with the details of your internal affairs. Domestic partnerships will be required to supply this agreement with the office of the Secretary of State in order for them to be approved as a valid entity. Be sure to give an extremely thorough review of the template found linked in this paragraph (available in Adobe PDF and MS Word formatting) before incorporating it into your business model.
Renewal- Businesses will be required to renew each year through the filing of an annual report. After 2016, the postcard reminder system will be slowly fazed out and you will be able to file by using your geauxBIZ account. Regardless of the method, the annual report will need to be filed 30 days before the renewal date. This renewal can be accomplished by entering the charter number and renewal ID into the fields found linked in the heading of this paragraph. You will be able to edit any applicable information on the subsequent pages. LLPs will be required to refile their registration each year to retain the status of limited liability.