How to form a Louisiana LLC

Overview

Start with the Louisiana Secretary of State geauxBIZ portal; Louisiana's civil-law heritage means some of its entity concepts have unusual terminology (members' 'patrimony', for example). For state tax obligations, the Louisiana Department of Revenue business section is the authoritative source.

Louisiana LLCs are formed through the Secretary of State at sos.la.gov, via the GeauxBiz portal.

Filing fee and formation

• LLC filing fee: $100 (paper) / $105 (online via GeauxBiz)
• Form: Articles of Organization + Initial Report (both required at formation)
• Processing: 3–5 business days online; longer on paper
• Name rules: Must contain "Limited Liability Company," "L.L.C.," or "L.C."

Unlike most states, Louisiana requires an Initial Report filed alongside the Articles, listing the municipal address, registered agent, and the names/addresses of the first managers.

Louisiana's civil-law tradition leaves fingerprints on its LLC act that catch outside lawyers off guard. If you are forming from out of state, retain Louisiana counsel for the operating agreement; do not port a Delaware template.

Registered agent

Every Louisiana LLC needs a registered agent with a Louisiana street address (no P.O. boxes). The agent must sign the Articles; some states let you list an agent without their signature; Louisiana does not.

Annual report

• Fee: $35
• Due: On the anniversary of formation each year
• Filed via: GeauxBiz
• Late penalty: $30 late fee after 30 days; administrative dissolution after 3 years of delinquency

Taxation

• Corporate franchise tax: $2.75 per $1,000 of taxable capital over $300,000; $1.50 per $1,000 below that, $110 minimum
• Corporate income tax: 3.5%, 5.5%, 7.5% bracketed (2026 rates)
• LLC default pass-through: Unless taxed as a corporation, LLC income flows to members
• Sales tax: 5% state + parish rates (some of the highest combined rates in the country)

Louisiana's civil-law wrinkles

Flag for editors: this section is the reason Louisiana differs meaningfully from a 49-state template.

Four civil-law quirks that affect LLC governance and ownership:

1. Community property regime. Louisiana is a community property state, and spouses of members may have a vested half-interest in the LLC membership itself (not just the distributions). A well-drafted operating agreement should address spousal consent on transfers. Without one, Louisiana Civil Code art. 2369.1 et seq. governs.
2. No "charging order" terminology. Louisiana uses the concept but the statutory language (La. R.S. 12:1331) is phrased differently from the Uniform Limited Liability Company Act. Caselaw from Delaware or Nevada is persuasive at best, not controlling.
3. Forced heirship. Louisiana is the only state with forced-heirship rules (Civ. Code art. 1493). A member who dies with minor or disabled children cannot freely disinherit them of their LLC interest. Estate planning has to account for this explicitly.
4. Usufruct and naked ownership. Louisiana recognizes split ownership (usufruct/naked ownership) that common-law states handle via trusts. LLC interests can be subject to a usufruct; this is sometimes used for spousal planning but has no clean analogue elsewhere.

None of these block formation. All of them should shape the operating agreement, and none of them are addressed by a Delaware-style template.

Three things founders miss

1. Initial Report is mandatory at formation. Skipping it is the #1 Louisiana filing rejection.
2. Community property means spouses may have half the membership. Get spousal consent in writing before admission or transfer.
3. Don't assume UCC-style caselaw applies. Louisiana commercial law deviates enough that a Delaware-trained attorney should co-review anything load-bearing.

Filing checklist

• Reserve name (optional, $25, 60 days)
• File Articles of Organization + Initial Report ($100)
• Appoint Louisiana registered agent (with signature)
• Obtain EIN from IRS
• Draft operating agreement addressing community property and forced heirship
• Register for state/parish sales tax
• Calendar anniversary-month annual report

Sources

• Louisiana Secretary of State; sos.la.gov
• Louisiana Revised Statutes Title 12, Chapter 22 (Limited Liability Companies)
• Louisiana Civil Code, arts. 2325–2376 (Matrimonial Regimes) and arts. 1493–1514 (Forced Heirship)

Post-formation: the first-year checklist

Formation is step one. The obligations that actually generate state and federal trouble if missed sit in the first twelve months after the Articles clear. Plan for:

1. EIN. Apply at the IRS EIN portal. Free, instant if you have a US SSN or ITIN.
2. Operating agreement. Not filed with the state, but every state presumes one exists for dispute resolution. A single-member LLC still benefits from a written one; banks routinely ask for it when opening a business account.
3. Business bank account. Opens only after the state filing clears and the EIN is issued. Commingling personal and business funds is the fastest way to expose yourself to a piercing-the-corporate-veil argument; the SBA's guide to business structures covers the basics of why separation matters.
4. BOI report. The FinCEN Beneficial Ownership Information reporting regime requires most new LLCs to report beneficial owners within 30 days of formation. Penalties are serious; the filing is free.
5. State tax registration. Sales tax, withholding, unemployment insurance: each is a separate account in most states. Register early so you are not back-filing returns.

Additional primary sources

• Louisiana Secretary of State: https://www.sos.la.gov/BusinessServices/
• Louisiana Department of Revenue: https://revenue.louisiana.gov/BusinessTaxes
• IRS EIN application: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online