Louisiana LLC formation requirements

Louisiana LLC formation requirements

Forming a Louisiana LLC means meeting filing rules and ongoing duties under Louisiana's Limited Liability Company Law, Chapter 22 of Title 12 of the Revised Statutes. Miss a requirement and the Secretary of State rejects the filing, or later revokes the articles of organization. These requirements cut across naming, registered agent designation, Articles of Organization filing, operating agreement considerations, and ongoing obligations like annual reports.

Act 921 raises most Secretary of State filing fees on October 1, 2026, so the dollar amounts below are pre-October figures unless a newer amount is given.

Name requirements

The name must contain "limited liability company," "L.L.C.," or "L.C." under La. R.S. 12:1306(A)(1)(a) (low-profit LLCs use "L3C" or "l3c"); confirm the exact abbreviation against Form #365 before filing. Under § 12:1306(A)(3), the name must also be distinguishable from existing and reserved entity names and registered trade names on file with the Secretary of State's commercial database.

Some wording carries extra conditions:

  • No unlawful-purpose wording, no "doing business as" or "d/b/a," and no wording falsely suggesting charitable or nonprofit status (§ 12:1306(A)(2), (D)).

  • "Insurance" stays off the name entirely unless the company is an independent insurance agency or brokerage firm (§ 12:1306(F)(1)).

  • Bank, trust, savings, and credit union terms stay blocked until the OFI commissioner signs off, at least 14 days before the certificate issues (§ 12:1306(F)(2)).

  • "Engineer," "surveyor," and "architect" names hold at the SOS until the relevant professional board has had 10 days' written notice, or waives it (§ 12:1306(E), (G)).

Planning to market under a different brand? Louisiana offers a 120-day name reservation for $25 (Form #398). Form #309 registers a trade name, an alias rather than a separate entity, for $75 for 10 years, renewable within 6 months of expiration (La. R.S. 51:216); Act 921 raises this fee to $95 on October 1, 2026.

Registered agent requirements

Every Louisiana LLC must continuously maintain a registered office in Louisiana and at least one registered agent. La. R.S. 12:1308(A) spells out who qualifies: an individual Louisiana citizen-resident (§ 12:1308(A)(2)(a)), or a domestic or authorized foreign corporation or LLC with a Louisiana address meeting § 12:1308(A)(2)(b)'s certificate requirements, such as a professional registered agent service.

The office needs a municipal address, not a P.O. box, and serves as the LLC's domicile (§ 12:1305(E); § 12:1308(F)). Each agent signs a notarized affidavit of acknowledgment and acceptance (§ 12:1305(E)(3)).

Changing agents takes a manager- or member-signed statement plus the new agent's affidavit, effective when the SOS records it (§ 12:1308(C)(1)). Form #983 costs $25 through September 30, 2026; Act 921 raises it to $30 on October 1, 2026. A resigning agent starts a 30-day clock to appoint a successor (§ 12:1308(E)(1)). After 90 consecutive days without a registered office or agent, the Secretary of State can revoke the Articles, following 30 days' certified-mail notice (La. R.S. 12:1363(A), (D)).

Articles of Organization and initial report requirements

File the Articles of Organization and Initial Report with the Secretary of State to form the LLC (La. R.S. 12:1304(A)), for a $100 fee (La. R.S. 49:222(B)(1)(c)) that Act 921 raises to $125 on October 1, 2026.

The Articles need only three things (§ 12:1305(B)): the LLC's name; its purpose, or a lawful-activity clause under Chapter 22 (§ 12:1305(B)(2)); and whether it is a low-profit limited liability company. You may also add optional provisions on member and manager authority or a latest dissolution date (§ 12:1305(C)), but duration is never required.

The Initial Report adds the registered office's municipal address, each agent's name and address, and a notarized affidavit of acceptance, plus the first managers or members if chosen at filing, or a supplementary report if not (§ 12:1305(E)). Paper Articles must be in English, signed by at least one person who need not be a member or manager, and acknowledged or executed by authentic act (§ 12:1305(A)).

You can file online through geauxBIZ or by mail; either route costs $100 before October 1, 2026. The SOS publishes no standard turnaround for routine filings; expedited documents simply go first. Expedited processing costs $30 for 24-hour service or $50 for while-you-wait service; Act 921 raises those to $35 and $60 on October 1, 2026 (La. R.S. 49:222(B)(12)).

Operating agreement requirements

Louisiana does not require an operating agreement to form an LLC. § 12:1305 lets the Articles reference one without mandating it, and La. R.S. 12:1319 requires any written operating agreement to be kept at the registered office. Under La. R.S. 12:1301(A)(16), a multi-member agreement may be written or oral; a single-member LLC's agreement must be written.

Without one, statutory defaults control: members manage the company (La. R.S. 12:1311); each member gets one vote and majority rules ordinary decisions (§ 12:1318(A)); dissolution, asset sales, mergers, out-of-ordinary-course debt, immovable property deals, and amendments need a majority of all members (§ 12:1318(B)); and an assignee becomes a member only by unanimous written consent of the other members (La. R.S. 12:1332).

A written agreement can override these defaults, covering ownership percentages, manager-managed structure, transfer procedures, profit and loss allocation, buyout terms, and dispute resolution.

Initial and ongoing compliance requirements

Once the Articles are approved, ongoing federal, state, and parish duties begin.

  • Form the LLC with the SOS first, then apply for an EIN from the IRS.

  • Louisiana has no general statewide business license; geauxBIZ serves as a licensing clearinghouse. Parish occupational license taxes come due before opening, based on each location's address.

  • The annual report is due on or before the organization anniversary (La. R.S. 12:1308.1). The fee is $30 through September 30, 2026; Act 921 raises it to $35 on October 1, 2026, as the standard fee, not an online-only surcharge. There is no monetary late fee, but good standing lapses and revocation follows.

  • Domestic Louisiana LLCs are exempt from federal beneficial ownership information reporting under FinCEN's August 2026 final rule. Only foreign-formed entities registered to do business in a U.S. state must still report their foreign beneficial owners.

Consequences of non-compliance

Missed annual reports escalate under La. R.S. 12:1308.2.

  • Loss of good standing: A delinquent LLC cannot do commercial business with the state or its boards, agencies, departments, or commissions (§ 12:1308.2(E)(1)).

  • Revocation: Three consecutive missed reports require the Secretary of State to revoke the Articles, following at least 30 days' notice by mail to the last registered agent (§ 12:1308.2(A), (B)).

  • Foreign entities get a different timeline: at least 60 days to cure an annual-report default, separate from the domestic 30-day notice.

  • Name loss: The revoked name is unavailable to any other entity for 3 years (§ 12:1308.2(D)).

  • Reinstatement: Within 3 years, a signed and acknowledged application, the current annual report, and the fee under R.S. 12:1364(A)(1) restore the articles retroactively (§ 12:1308.2(C)).

Keep every Louisiana LLC in good standing with Discern

Discern handles the Secretary of State layer of Louisiana LLC compliance from formation onward. Once the entity exists, ongoing compliance work typically includes maintaining registered agent coverage, tracking annual report deadlines, and monitoring good standing.

A Louisiana LLC is often one piece of a larger multi-state portfolio. When you're ready to expand beyond Louisiana, Discern also manages formations and foreign registrations across all 51 jurisdictions.

Schedule a demo to see how Discern simplifies compliance.

Frequently asked questions about Louisiana LLC requirements

These questions come up most often when forming and maintaining a Louisiana LLC.

How much does it cost to form a Louisiana LLC?

The Articles of Organization and Initial Report file together for $100, whether online or by mail; any electronic-payment convenience fee must be disclosed before the transaction is completed. Act 921 raises the base fee to $125 on October 1, 2026, with expedited fees going to $35 and $60.

When is the Louisiana LLC annual report due, and what does it cost?

It is due on or before the anniversary of the organization date each year. The fee is $30 through September 30, 2026; Act 921 raises it to $35 on October 1, 2026.

What happens if the LLC loses its registered agent?

When a registered agent resigns, the LLC must appoint a successor within 30 days after the former agent's tenure terminates. After 90 consecutive days with no registered office or agent, the Secretary of State can revoke the Articles, following 30 days' certified-mail notice.

Is an operating agreement required to form a Louisiana LLC?

No. Louisiana law lets the Articles of Organization reference an operating agreement without requiring one. Without a written agreement, statutory defaults govern management, voting, and major decisions, so most LLCs adopt one anyway to set their own terms.

Can I reserve my Louisiana LLC name before filing?

Yes. A name reservation costs $25 and holds the name for 120 days (Form #398), giving you time to prepare the Articles of Organization before someone else files under that name.

Updated on

2026-09-14

Learn more about Discern

Look at Discern on your own and see everything that Discern can do before scheduling a demo. No humans required.

Learn more about Discern

Look at Discern on your own and see everything that Discern can do before scheduling a demo. No humans required.

Learn more about Discern

Look at Discern on your own and see everything that Discern can do before scheduling a demo. No humans required.