Form a Domestic Limited Liability Company in Louisiana – Louisiana Articles of Organization Limited Liability Company

The Louisiana Articles of Organization Limited Liability Company will need to be filed with the Louisiana Secretary of State Commercial Division. This is a standard requirement of all Limited Liability Companies forming in the State of Louisiana and expecting to conduct business as a Limited Liability Company within state lines. The Louisiana Articles of Organization Domestic Limited Liability Company must be submitted with a Louisiana Transmittal Information Form and the Louisiana Initial Report Limited Liability Company. The Louisiana Transmittal Information Form will define the level of service requested (you may Expedit this processing to 24 hours with an additional $30.00 Expediting Fee) along with how the $100.00 Filing Fee and any additional fees will be paid for. If you are paying with a credit card, you may do so by giving the credit card number on this form. The Louisiana Initial Report Limited Liability Company will contain the mandatory Affa Davit of the Louisiana Registered Agent’s Consent to accept Service of Process on behalf of the forming Limited Liability Company.

If you are paying for the Filing Fee ($100.00) with a check or money order make sure it is made out to “Secretary of State.” If you wish to order a certified copy sent back with your Certificate of Organization you may request one in writing. The first Certified Copy will cost an additional $15.00, every Certified Copy requested after this initial one will cost $20.00.

How to File Online

Step 1 – Log in to your GeauxBiz account at: https://sso.sos.la.gov/CreateAccount/signOn.aspx?AppCode=GBIZ&ReturnURL=https://geauxbiz.sos.la.gov/Account/Login&msg=30005. Provide your Email and Password in the login area and select “Sign In.”

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Step 2 – The first screen will be your dashboard. This will be where you may view all your filings and any existing businesses associated with your account. To form, register, or connect to any Limited Liability Company, select the button labeled “Getting Started” in the upper left hand corner of the screen.

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Step 3 – Under the question, “What would you like to do,” select the radio button labeled “Register a Louisiana business just starting up.” When you have done this select the button labeled “Next.”

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Step 4 – Read the information on this page carefully. If you are ready to supply the Louisiana Secretary of State with the information on this form required to form and register a Limited Liability Company, select the button labeled “Start New Business” filing.

la-llc-online-4Step 5 – Read the information on this page then, under the words “What is your type of Business,” select “LLC (Limited Liability Company)” or “L3C (Low Profit Limited Liability Company).” This will generate a new area. For our purposes, select “LLC (Limited Liability Company).”

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Step 6 – Under the words, “Is your business Domestic or Foreign,” select the radio button labeled “Domestic (Louisiana)” to indicate the Limited Liability Company is being formed in Louisiana for the first time or select the radio button labeled “Foreign (Non-Louisiana)” to indicate the Limited Liability has already formed out of the State of Louisiana and wishes to register in Louisiana. A statement confirming a Limited Liability Company is about to be formed and registered with this online form and the user will be responsible for a $100.00 Filing Fee. When you are ready, select the button labeled “Next.”

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Step 7 – There will be several fields on this form that require attention. In the first field, enter the Name of the Limited Liability Company being registered by this form. Make sure this is a unique Name and that it contains an acceptable business suffix (i.e. if forming a standard LLC, “Limited Liability Company” or an abbreviation).

Step 8 – The “Doing Business As” field is for the use of the Louisiana Department of Revenue). If you have a Federal Entity Identification Number, enter this in the field labeled “Federal Entity Identification Number (FEIN).” If you have not obtained a FEIN, you may not continue. The online form will simultaneously file this document with several entities while the Louisiana Secretary of State does not require the FEIN number for an online filing the other entities do. Enter your FEIN Number or download a paper copy of the Louisiana Limited Liability Company Articles of Organization.

Step 9 – Next, you will need to report the Purpose of filing this document. You may choose the first radio button, under the words “This company is formed for the purpose of” or you may select “Other” to be more specific. Note: If you choose “Other,” a text box will appear where you may use up to 255 characters to describe the Purpose of the Limited Liability Company being formed.

Step 10 – Next, under the words “The duration this limited liability company is,” report how long the Limited Liability Company intends to operate. This may also be a “perpetual” company that intends to operate indefinitely.

Step 11 – If there are other Provisions or Information that must be included for a proper formation of this entity, you may enter it in the text box labeled “Other provisions.” You will have 10,000 characters to do this however, you may also leave this field blank.

Step 12 – In the field labeled “Electronic Signature,” the Organizer will need to type in his or her Name. This shall act as a binding Signature. Below this, the Organizer must also report his or her title with the forming Limited Liability Company (i.e. Organizer, Member, Director). When you are ready, select the button labeled “Next.”

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Step 13 – The next page of this form will require the Address of the Registered Office for the Limited Liability Company. This may be done by selecting the Country where the Registered Office is located from the the drop down list provided in the first field. In the second field, enter the Zip Code where the Registered Office is located. Then, use the “Address 1” and “Address 2” fields to report the Building Number and Street. If there is enough room, you may enter all the information in Address 1 and leave Address 2 blank, but Address 1 is a required field. If the Registered Office Address contains a Unit Number, Suite Number, or something similar, then you may use the field labeled “Address Unit,” to select the Unit type and enter the Number/Letter in the field to the right. Use the next drop down list to select the City where the Registered Office is located then re-enter the same Zip Code as above in the field following the abbreviation “LA.” Next, you will need to enter the Phone Number, Fax Number, and Email of the Registered Office. There will be a field for any extension that may be necessary next to the field labeled “Telephone.” If the Registered Office has a Mailing Address that differs from the actual location, you may proceed to Step 14. Otherwise, select the button labeled “Next” and proceed to Step 15.

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Step 14 – If the Registered Office receives its mail at a location separate from the Street Address, this should be reported under the heading “Mailing Address.” Report the Country, Zip Code, Mailing Address, City, State, and Zip Code (re-enter it exactly as you have in the first field of this section) to document the Mailing Address of the Limited Liability Company’s Registered Office. When you are ready, select the button labeled “Next.”

Step 15 – In this screen, you will need to report the Identity and Location of the Louisiana Registered Agent obtained by the formig Limited Liability Company. Begin by indicating the entity type for this party by choosing the radio button labeled “Person,” “Service Company,” or “Law Firm” on the first line. You may only choose one. For our purposes, select the radio button labeled “Person.” This will generate the fields appropriate to enter the Name of an individual.

Step 16 – Use the fields labeled “First Name” and “Last Name” to report the Full Name of the Louisiana Registered Agent who has consented to receive Service of Process on behalf of the Liited Liability Company in case it is ever called to a court of law.

Step 17 – Enter the Email Address of the Louisiana Registered Agent in the field labeled “Email.” You will need to re-enter this exact same Email Address in the field labeled “Verify Email.” This is a crucial part of this form. The Registered Agent will receive and must confirm that consent was given to the forming Limited Liability Company in fulfilling the role of the Limited Liability Company’s Louisiana Registered Agent.

Step 18 – Next, you must provide the Address of the Geographical Location of the Louisiana Registered Agent obtained by the forming Limited Liability Company. First, locate the field labeled “Country” then select the Country where the Louisiana Registered Agent is located from the drop down list provided.

Step 19 – In the field labeled “Zip,” enter the Zip Code of the location where the Louisiana Registered Agent is found.

Step 20 – The next field, “Address 1,” report the Building Number and Street where the Louisiana Registered Agent is located. If there is not enough room to do this in “Address 1,” you may use the field labeled “Address 2” as well.

Step 21 – Next locate the fields labeled “Address Unit.” If there is a Suite Number, Apartment Number, or Unit Number of any kind that must be associated with the Street Address so that the Louisiana Registered Agent may be physically located, choose the type of Unit from the drop down list and enter the Unite Number/Letter in the second field.

Step 22 – Use the fields under the words “City, State, Zip” to enter the City, State, and Zip Code where the Louisiana Registered Agent is located (in this order).

Step 23 – In the fields under the word “Telephone,” report the Daytime Phone Number, and any applicable extension, to report the Louisiana Registered Agent’s Phone Number.

Step 24 – If the Louisiana Registered Agent has a Fax Number, then report this in the field labeled “Fax.”

Step 25 – Now that you have entered this information, you may add information for another Louisiana Registered Agent by selecting the button labeled “Add Additional.” When you are done entering all the information for the Limited Liability Company’s Registered Agent(s), the Organizer must provide his or her Signature by typing his or her name in the field labeled “Electronic Signature.” Below this, the Organizer must enter the capacity in which he or she is submitting this form in the field labeled “Title.” Once the required information has been entered and the Organizer has submitted his or her Electronic Signature, select the button labeled “Next.”

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Step 26 – A dialogue box describing the process of reporting a Registered Agent will appear. Read this carefully, then select the button labeled “Close.”

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Step 27 – This page will give you the opportunity to review all the information you have entered thus far. Once you select “Next” you may either store this filing to complete further or you may pay the $100.00 Credit Card Fee in the payment area. Note: The Registered Agent must answer the email sent so that your Lousiana Limited Liability Company Articles of Organization may be completed.

 

How To File By Mail

Download LLC Form
Download L3C Form

Step 1 – Select the link labeled “Download LLC Form” above. This will give you access to the Louisiana Transmittal Inforamation cover sheet, the Louisiana Articles of Organization Domestic Limited Liability Company, and the Louisiana Limited Liability Company Initial Report. These are PDF forms thus you may enter the information directly onscreen via a PDF program or a PDF friendly browser. If this is not possible, you may print the blank forms then type in the required information. Note: If you are forming a low profit Limited Liability Company, then select the link labeled Download L3C Form

Step 2 – First, locate the Louisiana Transmittal Information form. The first row will require you define the service request and how it will be paid for. First, indicate if you would like standard service by checking “Routine” or indicate you would like to Expedite the processing to 24 hours by marking the check box labeled “Expedite.” This will require a $30.00 payment in addition to the Filing Fee.

Step 3 – In the first row, on the right, you must define how you will pay for the $100.00 Filing Fee. If you are paying by check, make sure the check is made out to “Louisiana Secretary of State” and place a mark in the check box labeled “Check or Money Order Enclosed.” If you are paying with a credit card, then mark the check box labeled “Credit Card Number” then, enter the Credit Card Number and Expiration Date on the spaces provided.

Step 4 – Next on the line labeled “Business Name…,” you must report the Name of the Limited Liability Company being formed precisely as it will appear in Article 1 and the Lousiana Secretary of State record books.

Step 5 – On the blank line labeled “Name of person filing document…,” report the Full Name of the individual who will submit the Louisiana Articles of Organization Domestic Limited Liability Company to the Louisiana Secretary of State. This person will be considered the Contact Person regarding these articles by the Louisiana Secretary of State.

Step 6 – Next, enter the Mailing Address where the Secretary of State will mail the Certificate of Organization upon a successful filing. Begin by entering the Building Number, Street, Unit/PO Number of the Mailing Address on the line labeled “Address.” Next, on the blank line divided into “City,” “State,” and “Zip Code” report the City, State, and Zip Code of the Mailing Address the Louisiana Secretary of State must use to mail back material.

Step 7 – The next blank line will contain the labels “Daytime phone number,” “Fax number,” and “Email address.” Enter the Contact Person’s information on this line.

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Step 8 – The next page will be the Louisiana Articles of Organization Domestic Limited Liability Company. On the first line following the words “State Of,” enter the word “Louisiana.” Then on the blank line following the words “Parish/County of,” enter the Louisiana County where the forming Limited Liability Company will operate from.

Step 9 – In Article 1, report the Name of the Limited Liability Company being formed by these articles on the blank line provided. This must be a unique Name and must contain the business designator “Limited Liability Company” or appropriate abbreviation.

Step 10 – In Article 2, you will have a choice in defining the Purpose of the Limited Liability Company being formed. Place a mark beside the first choice which shall give a general Purpose to the forming Limited Liability Company. If you would like to specify a Purpose then mark the second choice and enter the Purpose on the blank line provided.

Step 11 – If the forming Limited Liability Company intends to dissolve at a specific time, then report the period of time until it dissolves on the blank line in Article 3. If this line is left blank, it will be assumed the forming Limited Liability Company intends to operate indefinitely.

Step 12 – If the there are any other Provisions that should be included in the Louisiana Articles of Organization Domestic Limited Liability (Form 365) that shall register the forming Limited Liability Company then report them in Article 4.

Step 13 – At least one Organizer must provide his or her Signature on the blank lines below the word Signatures. There will be enough room for three Organizers to do this. This must be done in the presence of a Notary Public. The section below the Signature area (beginning with the words “On this…”) may only be filled out by the Notary Public witnessing the Signing.

Step 14 – The next page is the Louisiana Limited Liability Company Initial Report (Form 938). Here, in the First Item you must document the Full Name of the Limited Liability Company being formed.

Step 15 – In Item 2, report the Address of the Actual Location of the Louisiana Registered Office. This must consist of a Building Number/Street/Unit Number, City, State, and Zip Code. This Address may not contain a P.O. Box Number.

Step 16 – Next, in Item 3, report the Full Name and Municipal Address of the Louisiana Registered Agent(s) obtained by the forming Limited Liability Company. The Addresses here may not contain a P.O. Box Number and must be where the Louisiana Registered Agent may be found.

Step 17 – In Item 4, you will need to give a Roster of the initial Managers or Members of the forming Limited Liability Company. This should be composed of the Name of each party along with the Address of the Physical Location of that party.

Step 18 – The Registered Agent’s must provide this Affadavit by Signing their Names on the blank line below the words “Registered agent(s) signature(s).” This must be done in the presence of a Notary Public who will then Notarize the document in the appropriate area.

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Step 19 – Next, you will need to fill out and submit the “Limited Liability Company Initial Report” to submit with the Louisiana Articles of Organization Limited Liability Company. This will require the Name of the Limited Liability Company, the Municipal Address of the Registered Office, the Name and Location of the Registered Agent, and the Signature of the Organizer who signed the Louisiana Articles of Organization Limited Liability Company.

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Step 20 – Gather all the documents that must be sent in (Transmittal Information Form, Louisiana Articles of Organization Domestic Limited Liability Company, Louisiana Articles of Organization Domestic Limited Liability Company, and Louisiana Limited Liabitlity Company Initial Report) then, package them with any attachments you may have and that your payment arrangements to cover the $100.00 Filing Fee plus any optional services is present in the form of a credit card number (and expiration date) on the Tranmittal Information form or a check made out to “Secretary of State.” You may request a Certified Copy for $15.00 and additional Certified Copies (after the first one) are $20.00. Twenty-four Expediting is available for $30.00. You may mail the submission package or you may deliver it. Note: The Louisiana Articles of Organization Domestic Limited Liability Company and the Louisiana Initial Report Limited Liability Company must be notarized when signing.

Mail To:

Louisiana Secretary of State
Commercial Division
Baton Rough, LA 70804-9125

Step 21 – Next, contact the Internal Revenue Service and Louisiana Department of Revenue to make sure you remain in compliance with the current tax laws affecting the type of Limited Liability Company being formed. Once a year you will also need to remain in compliance with the Lousiana Secretary of State by submitting the Limited Liability Company’s Annual Report by the Anniversary Month it was officially organized once a year. You may do this here: https://coraweb.sos.la.gov/AnnualReport/PostcardLookup.aspx to file your Annual Report by every Anniversary Month of gaining the Lousiana Certificate of Authority.