Louisiana Corporation FAQ — Formation, Compliance & Taxes

A corporation is a distinct legal entity created by filing paperwork with the Louisiana Secretary of State. Understanding the mechanics up front saves you from surprises during formation.

What document creates a Louisiana corporation?

The Articles of Incorporation, filed with the Secretary of State through the geauxBIZ portal, legally create the corporation. Louisiana pairs this with an Initial Report filed at the same time, which names the registered agent, gives the registered office, and lists the initial directors. Both are submitted together at formation.

Who is involved in a corporation?

A corporation has three layers of people:

• Shareholders own the company through stock. They elect the directors and vote on major matters.
• Directors form the board, which sets policy and oversees the company at a high level.
• Officers — typically a president, secretary, and treasurer — run day-to-day operations. The board appoints them.

In a small corporation, one person can occupy all three roles: sole shareholder, sole director, and every officer position.

How long does formation take?

Standard online filings through geauxBIZ generally process in a few business days. Louisiana offers expedited handling for an additional state fee when you're on a deadline. Once approved, the corporation appears on the public record and your stamped documents are available to download.

A Louisiana corporation has continuing obligations that keep it in good standing. These are simple once you know them, but easy to overlook.

Do I need a registered agent?

Yes. Every Louisiana corporation must appoint and maintain a registered agent with a physical Louisiana street address, available during business hours to receive service of process and state notices. You can serve yourself, name another Louisiana resident, or use a commercial service. The agent is designated on the Initial Report at formation.

When is the annual report due?

Louisiana ties the annual report to the anniversary of your incorporation, not a single statewide date. Your deadline is therefore specific to your formation date. The report confirms your registered agent, registered office, directors, and officers, and is filed through geauxBIZ. Letting it lapse jeopardizes your good standing.

What corporate formalities must I keep?

A real corporation maintains bylaws, an elected board, appointed officers, issued stock recorded in a stock ledger, and minutes or written consents documenting major decisions. None of these are filed with the state, but they're what a court, lender, or buyer will expect to see — and what keeps your liability protection intact.

Corporate taxation is more involved than an LLC's, and Louisiana has its own state-level layers. Here's the shape of it — with the reminder that a Louisiana CPA should size it to your specifics.

How is a Louisiana corporation taxed?

By default, a corporation is a C corporation federally: it files its own return and pays corporate income tax, and shareholders pay again on dividends. Many small corporations elect S corporation status with the IRS (Form 2553) so income passes through to shareholders' personal returns, avoiding that second layer. Louisiana also imposes its own corporate income tax and a corporate franchise tax administered by the Department of Revenue.

Does my corporation need an EIN?

Yes, always. A corporation is a separate taxpayer, so it needs its own Employer Identification Number from the IRS from the start — for its tax returns, bank accounts, and payroll. The EIN is free and issued immediately when you apply online at IRS.gov.

Do I need to collect sales tax?

If your corporation sells taxable goods or services in Louisiana, you must register for and collect Louisiana state and local sales tax through the Department of Revenue. This is separate from your Secretary of State filings and runs on its own schedule.

Corporations evolve — they add shareholders, expand into new states, and sometimes wind down. Louisiana has a defined path for each.

Can I incorporate if I don't live in Louisiana?

Yes. There's no residency requirement for shareholders, directors, officers, or the incorporator. The only Louisiana-presence requirement is the registered agent's in-state address, which a commercial service can supply.

What if I do business in other states?

If your Louisiana corporation operates in another state, you'll typically need to qualify as a foreign corporation there — and if an out-of-state corporation operates in Louisiana, it qualifies here. Foreign qualification requires a registered agent in each state where you're registered.

How do I dissolve a Louisiana corporation?

You wind up the business — settle debts, distribute remaining assets to shareholders, and close out tax accounts — then file the appropriate dissolution paperwork with the Secretary of State. Louisiana also expects you to resolve state tax matters as part of a clean dissolution. Filing formally, rather than abandoning the entity, stops annual reports and franchise tax from continuing to accrue.

Can I change my corporation's name or shares later?

Yes. You amend the Articles of Incorporation with the Secretary of State to change the corporate name, adjust authorized shares, or alter other core provisions. Amendments are routine filings, but they should be approved through your corporation's governance process — usually a board and, where required, shareholder vote — before you file.