How to Form a Louisiana Corporation: Filing, Taxes, and Compliance

To form a Louisiana corporation, you file notarized articles of incorporation with the Louisiana Secretary of State on Form 399, pay a $75 filing fee, and name a registered agent with a physical Louisiana street address.¹ That filing creates the entity. The work that follows — getting a federal EIN, registering with the Louisiana Department of Revenue, electing officers, adopting bylaws, and issuing stock — turns the certificate on the wall into a functioning business.

Pick a Name That Meets the Statute

Your corporate name has to do two things. It must be distinguishable from every other business name on file with the Secretary of State, and it must carry a corporate designator: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation such as Corp., Inc., Co., or Ltd.²

Some words are off limits unless you actually hold the relevant license. “Bank,” “insurance,” “credit union,” and “trust” fall in that group, and names that suggest a government agency or a charity are also prohibited.²

Before you draft anything, run your proposed name through the Secretary of State’s Commercial Database.³ Five minutes of searching avoids an expensive rejection later.

Prepare the Articles of Incorporation

Louisiana uses Form 399 for articles of incorporation, available on the Secretary of State’s forms page.⁴ Louisiana Revised Statute 12:1-202 sets out what the document has to contain:

The corporate name, including an approved designator.
The total number of authorized shares. This is the ceiling on how much ownership the corporation can ever distribute, so think about future investors or employee equity before you pick a number.⁵
The street address of the registered office in Louisiana and the name and address of the registered agent.
The full name and address of each incorporator signing the articles.⁵

A few fields are optional. You may list initial directors, though the statute does not require it.⁵ You can state a specific purpose, though most incorporators use broad language like “any lawful business activity.” Leave the duration field blank and it defaults to perpetual.

Louisiana’s Notary Requirement

Louisiana is one of the few states that requires the articles to be signed before a notary public. Both the incorporator’s signature and the registered agent’s written consent to appointment must be notarized, and the notary must print or type their name and notary or bar roll number on the document.⁶ Skipping notarization guarantees a rejection.

Appoint a Registered Agent

Every Louisiana corporation must continuously maintain a registered agent with a physical street address in the state. A P.O. box does not qualify.⁷ The agent receives lawsuits, tax notices, and official government correspondence for the corporation, so reliability matters.

The agent can be an individual Louisiana resident or a business entity with an office in the state. A business-entity agent has to file a statement with the Secretary of State listing at least two individuals at its Louisiana address who can accept service of process.⁷ Many owners serve as their own agent to save money. Commercial services run roughly $50 to $125 per year if you would rather keep a personal address out of the public record.

File and Pay

Submit the completed articles through the GeauxBIZ online portal or by mail to the Secretary of State’s Commercial Division in Baton Rouge. The standard filing fee is $75, payable by check or money order to the Secretary of State if you mail in.¹⁶

Standard processing takes three to five business days. If you need it faster, a $30 expedite fee gets you a 24-hour turnaround and a $50 priority expedite fee drops that to two to four hours while you wait.¹

Once approved, the Secretary of State issues a Certificate of Incorporation. That certificate is your proof the corporation exists and can do business in Louisiana.

Hold the Organizational Meeting

The certificate creates the entity; a few internal steps make it operational. These usually happen at an organizational meeting of the initial directors or incorporators.

Elect Officers

Louisiana law requires the board to elect at least a president, a secretary, and a treasurer. The board may also elect one or more vice presidents. Officers don’t have to be directors, and one person can hold two offices at once. There’s a catch: the same person cannot sign a document in two different officer capacities.⁸ A sole incorporator wearing multiple hats needs to plan around that.

Adopt Bylaws

Bylaws are the corporation’s internal operating rules, covering how meetings are called, how directors are elected, what counts as a quorum, and how officers are compensated. They bind the corporation and its insiders only. Third parties are not affected unless they have actual knowledge of a provision. The board or shareholders can adopt or amend bylaws by majority vote at a meeting called for the purpose.

Issue Stock

The articles set the maximum number of authorized shares, but no shares are outstanding until the board actually issues them. At the organizational meeting, authorize the initial issuance, document the consideration paid for the shares, and record the transaction in the corporate minute book.

Get a Federal EIN and Register for State Taxes

Every corporation needs a federal Employer Identification Number before it can open a bank account, hire employees, or file returns. The IRS issues EINs for free through its online application and gives you the number immediately. You’ll need the Social Security number or ITIN of the person who controls the corporation. Third-party sites that charge for this service are not providing anything the IRS doesn’t do for free.⁹

Separately, register with the Louisiana Department of Revenue for a state revenue account number. Form R-16019 collects your EIN, charter number, business location, officer information, and the tax types the corporation will owe. You can file through LaTap.Revenue.Louisiana.Gov or submit by mail or fax.¹⁰

By default, the IRS taxes a corporation as a C corporation, meaning the company pays corporate income tax and shareholders pay again on dividends. To have the corporation taxed as a pass-through entity, file IRS Form 2553 within two months and 15 days of the start of the first tax year. Miss that window and the election usually waits a full year.

What You’ll Owe in Louisiana

For tax periods beginning on or after January 1, 2025, Louisiana imposes a flat 5.5% corporate income tax on C corporations.¹¹ S corporations pass income through to shareholders, who report it on their individual returns.

Louisiana’s corporate franchise tax has been repealed for tax periods beginning on or after January 1, 2026.¹² A corporation formed in 2026 will not file or pay it.

One federal item worth noting because it used to apply: the Corporate Transparency Act’s beneficial ownership reporting requirement. A March 2025 interim final rule exempted all entities formed in the United States from this requirement. Only foreign-formed entities registered to do business in a U.S. state must file beneficial ownership reports now.¹³ A domestic Louisiana corporation does not file a BOI report.

Keep the Corporation in Good Standing

Every Louisiana corporation must file an annual report with the Secretary of State on the anniversary of its incorporation date. The fee is $30. The report confirms the current registered office and agent, principal office address, names and addresses of directors and officers, and the number of issued shares by class.¹⁴

Missing annual reports puts the corporation at risk of administrative termination. A terminated corporation loses its authority to do business. You have up to five years to reinstate, at a cost of $75 plus $30 for each missed annual report.¹⁵ After five years the corporation is gone for good and you’d have to form a new one.¹⁶ One $30 filing a year is a small price for keeping the entity you just built.

1
Louisiana Secretary of State. Louisiana Secretary of State Fee Schedule
2
FindLaw. Louisiana Revised Statutes Tit. 12, 1-401
3
Louisiana Secretary of State. Search for Louisiana Business Filings
4
Louisiana Secretary of State. Get Forms and Fee Schedule
5
Louisiana State Legislature. Louisiana Code 12:1-202 – Articles of Incorporation and Signed Consent by Agent to Appointment
6
Louisiana Secretary of State. Articles of Incorporation Louisiana Business
7
Louisiana State Legislature. Louisiana Code 12:1-501 – Registered Office and Registered Agent
8
Louisiana State Legislature. Louisiana Revised Statutes 12:225
9
Internal Revenue Service. Get an Employer Identification Number
10
Louisiana Department of Revenue. Application for Louisiana Revenue Account Number
11
Louisiana Department of Revenue. What Is the Corporation Income Tax Rate?
12
Louisiana State Legislature. 2024 State Tax Reform and Recent Federal Tax Updates
13
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
14
Justia. Louisiana Code 12:1-1621 – Annual Report for Secretary of State
15
Louisiana Secretary of State. Articles of Reinstatement
16
Justia. Louisiana Code 12:1-1444 – Reinstatement of Terminated Corporation