How To Form A Corporation In Louisiana

Key takeaways

Learn the importance of choosing a distinctive company name that complies with Kentucky's naming regulations, including the use of a distinct business suffix.
Gather information for filing Articles of Incorporation with the Kentucky Secretary of State.
Designate a registered agent who can accept legal papers on the corporation's behalf and has a real location in Kentucky.
Learn the procedure to attain any licenses and permits required by your sector for the running of your company.
Get to know about corporate bylaws that describe the rules and processes for running the company and host an organizational gathering to elect officers and directors.
Learn how to collaborate with the Kentucky Department of Revenue to file state taxes and obtain a job identity number (EIN) from the IRS.

Creating a corporation is the best option for you if you're seeking to launch a business here. Start your thrilling path toward business in Bayou State by following the given steps.

Choose a Corporate Name

Selecting the ideal corporate name can be crucial in building your identity if you want to launch a business in Louisiana.

Selecting a Name for Your Louisiana Corporation

First, confirm that the name you have selected stands out from other state-registered organizations. It must contain a term designating the company, such as "Corp." or "Inc."

Next, select a distinctive name that is simple to say and easy to type. Customer recall and company awareness will benefit from this. You should choose a name associated with your business sector or the goods and services. Last but not least, before making a final choice, you should consult a business adviser to ensure that the chosen name is legitimate and doesn't violate any already-existing intellectual property rights.

Name Availability Search with the Louisiana Secretary of State

To begin your search, visit the Louisiana Secretary of State website and select the "Business Filings" option. Click "Name Reservation/Name Registration" from there, followed by "Search for Business Names." Next, click "Search" after entering the desired name into the search box. The search results will list any current Louisiana entities with similar names.

Appoint a Registered Agent

A registered agent is an individual or business that accepts law and corporate correspondence on your corporation's behalf. This includes documents like tax notices, court summonses, and other formal communication.

Requirements for a Louisiana Registered Agent

Your registered representative must reside in Louisiana or be a company legally permitted to conduct business there.
They must have a physical location in Louisiana to receive delivery of essential court and process papers during regular business hours.
On behalf of your company, your registered agent in Louisiana must concur in writing to act as your agent and receive legal documents.

Choosing a Registered Agent Service for Your Louisiana Corporation

Reputation: Select a registered agent business with a solid track record of effectively delivering legal documents.
Verify that the registered representative business you select complies with the physical location criteria.
Your registered agent service should know Louisiana's regulatory standards for registered agents.

File Articles of Incorporation

The Louisiana Secretary of State's office must receive your Articles of Incorporation process as the next stage. This crucial legal paper declares your company a legitimate entity in Louisiana.

Filing Articles of Incorporation with the Louisiana Secretary of State

Online Filing: Visit the Louisiana Secretary of State's website and register for an account to submit documents online. Then, use a credit or debit card to pay the filing cost and submit your finished articles of incorporation. Your submission will be finished once you get a confirmation notification.

Mail Filing: To file by mail, print out a duplicate of your finished Articles of Incorporation and send it to the Louisiana Secretary of State's office. You'll get a notice in the mail confirming the processing of your submission.

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Mailing address -

Louisiana Secretary of State,

P.O. Box 94125,

Baton Rouge,

LA 70804-9125

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Office address:

8585 Archives Ave.,

Baton Rouge,

LA 70809.

Articles of Incorporation Content Requirements

Name of the corporation
A registered representative
The names and addresses of the people or organizations who are creating the company
Shares your company is legally permitted to issue must be approved shares.
A summary of your corporation's purpose, which may be general or detailed.
Specify whether your company has a continuous existence or a set end date.
You can include your corporation's rules in your articles of incorporation.

Draft Corporate Bylaws

The creation of company rules is the following action. Corporate statutes are crucial legal documents that contain guidelines for the internal administration of your business.

Purpose and Importance of Bylaws

Although Bylaws are not required by Louisiana law for corporations, they are strongly advised because they give your corporation's operations direction and framework.

They offer the organization's decision-making process structure.
They outline the steps that must be taken when making decisions, which helps to guarantee that choices are made fairly and openly.
The group members' responsibilities are described in the bylaws, which aids in avoiding ambiguity and misunderstandings.

Drafting and Adopting Corporate Bylaws for Your Louisiana Corporation

Establish your corporation's structure before drafting your bylaws. This is the first stage in establishing your corporation's legal framework. Choosing the number of directors, the duties of the officials, and any other crucial organization-related information falls under this category.
Make a draft of your bylaws: The goal of your company, the processes for choosing directors and officers, the rules for having meetings, and any other pertinent information should all be included in your bylaws.
Review and edit your draft: Verify that all the information is correct and that the rules adhere to Louisiana state law.
Adopt your bylaws: The board of directors will conduct a meeting to ratify the bylaws. You should also confirm that every company member knows the rules and responsibilities.

Hold an Organizational Meeting

Holding the first organizational meeting sets the tone for future decision-making.

Electing Directors and Officers

When having board meetings, regulatory requirements must be adhered to.

All of your board members must receive adequate notification of the meeting, a majority of the board must be present to conduct business, and the session must be properly recorded, including minutes detailing the decisions and actions.
Additionally, boards are required to abide by any state and federal laws that may be in force, including securities and corporate administration laws. The company and its directors risk legal and financial repercussions if this criterion is unmet.

Conducting an Organizational Meeting for Your Louisiana Corporation

Select a convenient time and place for all board members, and then convene a meeting after sending out the schedule. Discuss various subjects like financial reports, operational updates, and long-term strategic planning. The discussion will also include the following:

Selecting committee members and electing officials.
Approving company bylaws and other administration papers.
Establishing a fiscal year.
Issuing stock.

Issue Stock Certificates

Stock certificates are tangible representations of possession in your organization and a crucial tool for tracking who owns what stakes in the business.

Issuing Stock Certificates for Your Louisiana Corporation

The first stage of issuing stock certificates is choosing the number of shares you want to issue. Your company size and the profit estimate will determine this.
Create stock certificates from a supplier of legal documents. Ensure that the papers contain all pertinent details, including the company name, the shareholder's name, the number of shares, and the date of issuance.
You must distribute the certificates to your stockholders. This entails completing the required fields on each certificate and mailing or emailing them to the stockholders.
It's crucial to maintain accurate records of all stock Louisiana business licenses. Establish a method to keep track of and update these records as needed.
It's critical to abide by Louisiana state laws when it comes to the issuing of stock licenses. The stock records must be accessible to stockholders for examination upon request.

Recordkeeping Requirements

Corporate Records: Under Louisiana law, businesses must keep copies of all corporate records, such as bylaws, articles of formation, and minutes from shareholder and board meetings. The corporation's primary workplace or another place chosen by the board of directors must house these documents.
Accounting documents, such as bank bills, receipts, and invoices, must also be kept up-to-date by Louisiana companies. These documents must be readily available for authorized parties and be kept for at least five years.
Louisiana businesses must retain all tax-related documents, such as payroll documents, federal tax reports, and any other data, for at least three years.
All licenses and permits granted by the federal, state, or municipal governments must be maintained by Louisiana companies.

Obtain Necessary Business Licenses and Permits

Depending on the kind of company you're starting, you will need different licenses and permits to guarantee that it complies with state and municipal laws.

Required Licenses and Permits for Louisiana Corporations

All organizations doing business in Louisiana must file with the Secretary of State's office. This certification gives the company legal standing and is necessary to operate in the state.
State company License: Depending on the company type, some Louisiana corporations may need to acquire a state business license. Businesses selling products or services should obtain this license from the Louisiana Department of Revenue.
Occupational permits: In Louisiana, some fields involving medicine, law, and engineering, call for particular certifications. If your company engages in a licensed job, you must first acquire the required occupational permits.
Business licenses from the city where you conduct business may be required. Building permits, zoning permits, and other types of governmental clearances are included in these permits.

Applying for Licenses and Permits

Determine which licenses and permits your Louisiana company requires, collect the necessary paperwork, and file your applications. Some might demand location visits or costs.

Register for State Taxes

In Louisiana, you must register for state taxes when starting a company. You can apply for Louisiana state taxes by following the procedures listed below:

Registering for State Taxes in Louisiana

The first step is finding out which taxes your company must file for. Sales tax, use tax, franchise tax, and withholding tax are a few examples.
You must apply for a Louisiana Tax Identification Number to the Louisiana Department of Revenue. The TIN monitors the company's tax liabilities and guarantees that taxes are paid accurately and on time. You have two options for doing this: online or on paper.
Register for online tax through the Louisiana Department of Revenue website once you have your Louisiana Taxpayer ID number.
You might be required to pay registration fees or provide a protection deposit depending on the type of taxes.
After registering for state taxes, you must create a tax collection and remittance system. This could entail getting a sales tax certificate, gathering sales tax from clients, and regularly remitting the tax to the state.

Annual report filing, deadlines and fees

Every year, you must submit a report to the Louisiana Secretary of State containing your company's fundamental details, including your registered agent, primary location, and business purpose. You can submit your yearly report online via the Louisiana Secretary of State website. Fees vary based on authorized shares and par value. Failure to file can lead to penalties and suspension.

Comply with Labor laws in Louisiana

The minimum salary in Louisiana is $7.25 an hour, which is also the government minimum wage.
For any working hours over 40 in a workday, employers must pay overtime at 1.5 times the employee's normal rate.
Discrimination and harassment are illegal in Louisiana based on protected traits like ethnicity, gender, age, and handicap.
Employers must hold workers' compensation insurance to pay benefits to workers who are sick while on the job.
Louisiana has laws that prohibit the employment of children, including caps on the hours and kinds of work they can do.

Unemployment Insurance

Employers in Louisiana are obliged to pay fees for unemployment insurance to support the program. To be eligible for benefits, workers must fulfill specific eligibility standards, such as making sufficient income during a predetermined period and being able and ready to work.

Foreign Corporations Doing Business in Louisiana

If your company is from outside Louisiana and you want to conduct business there, you must first file with the Louisiana Secretary of State. To do this, a request for permission must be submitted.

Foreign corporation registration in Louisiana and its requirements

To register as a foreign corporation in Louisiana, you must apply for authority with the Louisiana Secretary of State's office. The application requires disclosing certain information such as the corporation's name, address, registered agent, and so on. Once registered, the foreign corporation is subject to Louisiana's laws and regulations.

Summary

Several crucial steps are involved in forming and running a corporation in Louisiana. This includes creating bylaws, issuing stock certificates, acquiring the required licenses, registering for state taxes, filing annual reports, adhering to labor laws, and so on. To ensure compliance and prevent legal issues, it's crucial to meticulously adhere to all legal requirements and work with a lawyer familiar with Louisiana's laws and regulations. Creating and running a successful corporation in Louisiana can be a gratifying and effective endeavor with the proper steps and direction.

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