Form a Louisiana Corporation
Form a Louisiana (LA) corporation online now. Louisiana incorporation has never been easier. Incorporate in Louisiana with the Louisiana incorporation experts. We will assist you with forming your Louisiana corporation, the right way. To get started, simply click on “Order Now.” Please feel free to call us, anytime, with any questions.
Incorporating in Louisiana
Incorporating in Louisiana can be vital to businesses based of Louisiana. At LawInc, we prepare your Louisiana corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Louisiana corporation Tax ID number and file your Louisiana S corporation election with the IRS.
Louisiana Incorporation Information
The following Louisiana incorporation information will likely be helpful when deciding to incorporate in Louisiana.
Louisiana Corporation Name
The first step in forming a Louisiana corporation is selecting the business name. Louisiana corporation names:
- Must contain “Corporation,” “Incorporated,” “Limited,” or abbreviations of these words.
- Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation.
- Must be distinguishable from any name of record with the Secretary of State.
An available Louisiana corporation name may be reserved for a 120 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Louisiana corporation, prior to filing.
Louisiana Corporation Formation
Louisiana Filing Procedure: To incorporate in Louisiana, you must file Louisiana Articles of Incorporation with the Louisiana Secretary of State.
Louisiana Corporation Articles of Incorporation: The Louisiana Articles of incorporation should include:
- Name of the Louisiana corporation.
- Purpose of the Louisiana corporation.
- Duration of the Louisiana corporation.
- Aggregate number of shares of the Louisiana corporation.
- Par value of the shares of the Louisiana corporation.
- Name and address of each Louisiana corporation incorporator.
- Federal tax identification number of the Louisiana corporation.
- Signature of Louisiana corporation incorporator.
Louisiana Corporation Initial Report: The Articles of Incorporation cannot be accepted for filing unless an Initial Report form (341) is also filed. Upon filing the Articles of Incorporation and Initial Report, you will receive certified copies of both documents and a Certificate of Incorporation. Within thirty (30) days after filing with the Secretary of State’s office, a multiple original of the Articles and the Initial Report (or a copy of each certified by the Secretary of State), and a copy of the Certificate of Incorporation must be filed with the office of the recorder of mortgages of the parish where the corporation’s registered office is located.
Louisiana Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
Louisiana Incorporator: Minimum number of incorporators is one (1) (natural or artificial persons capable of contracting) and there is no requirement that the incorporator be a resident of Louisiana.
Louisiana Corporate Directors: The minimum number of directors is three (3), unless there are fewer than three (3) shareholders, then the number of directors may equal to, but no less, than the number of shareholders.
Louisiana Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall to engage in any lawful business for which a corporation may be organized pursuant to the Louisiana Business Corporation Act.”
Louisiana Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
Louisiana Registered Agent: A Louisiana corporation must maintain a registered agent and office to receive service of process in Louisiana. The Louisiana registered agent should be available, at a Louisiana physical address, during normal business hours to accept important legal and tax documents on behalf of the Louisiana corporation. The registered agent can either be (1) an individual with a physical Louisiana address or (2) a corporation authorized to serve as registered agent.
Louisiana Professional Corporation: Louisiana Professional corporations are corporations organized for the purpose of providing professional services. Typically, professional corporations must be organized for the sole purpose of rendering professional services of the licensed practitioners.
Louisiana Corporation Post-Filing Requirements
Louisiana Corporation Initial Report: Within thirty (30) days after filing with the Secretary of State’s office, a multiple original of the Articles and the Initial Report (or a copy of each certified by the Secretary of State), and a copy of the Certificate of Incorporation must be filed with the office of the recorder of mortgages of the parish where the corporation’s registered office is located. In Orleans Parish and certain other Parishes it is necessary to have the document indexed with the custodian of notarial archives prior to submission to the Recorder of Mortgages.
Louisiana Corporation Franchise Tax Initial Return: Submit to the Secretary of Revenue and Taxation at the time of incorporation or on or before the 15th day of the 3rd month after the corporation was incorporated, the Corporation Franchise Tax Initial Return (official form).
Louisiana Corporation Annual Report: Louisiana corporations must file an annual report on the anniversary date of the Louisiana incorporation. To file online, visit: http://www.sos.la.gov/BusinessServices/FileBusinessDocuments/FileAnnualReport/Pages/default.aspx.
Louisiana Corporate Minutes: Louisiana corporations should hold and document annual shareholder and director meetings.
Louisiana Corporation Taxes
Louisiana Corporation Taxes: For information on the Louisiana state income tax rate, visit: http://www.rev.state.la.us.
Louisiana C Corporation: All Louisiana corporations formed by default are “C” corporations. A Louisiana C corporation is a Louisiana corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Louisiana C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Louisiana C corporations offer many planning and benefit opportunities.
Louisiana S Corporation: A Louisiana S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Louisiana S corporations are not subject to the double taxation C corporations encounter. The State of Louisiana recognizes S corporation status. Louisiana does not require a state election.
These are the 3 main advantages of forming a Louisiana S corporation:
- No double taxation: One of the main advantages of Louisiana S corporation status is that it avoids the double taxation that occurs with a regular Louisiana C corporation. In a Louisiana C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a Louisiana S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Louisiana C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Louisiana corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.
Louisiana Corporation Dissolution
Louisiana Corporation State Dissolution Requirements: A Louisiana corporation can be voluntarily dissolved by filing an Affidavit to Dissolve Corporation with the Louisiana Secretary of State.
Louisiana Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.