Louisiana Rules for a Limited Liability Partnership Formed Elsewhere

Most states give an out-of-state limited liability partnership its own registration or a statement of foreign qualification. Louisiana does not. Its chapter on registered limited liability partnerships (R.S. 9:3431 to 9:3435) speaks only of "a partnership" that applies to become registered. Its chapter on foreign partnerships (R.S. 9:3421 to 9:3428) defines a foreign partnership as any partnership formed under the laws of another jurisdiction, and that definition covers an LLP formed in another state.

The two chapters were not written to be read together, and neither mentions the other. Nothing on the Secretary of State's forms page or in its FAQ says an out-of-state LLP files one rather than the other. Louisiana does not require a certificate of authority of a partnership, and no section calls a foreign LLP's registration mandatory before it can do business.

Form 344, registration of a foreign partnership

Under R.S. 9:3422 a foreign partnership files a sworn statement in the Central Registry for Contracts of Partnership. The fee is $185. The statement gives the partnership's name, where it was organized, its principal places of business inside and outside Louisiana, the name and municipal address of an agent for service of process, and the partners, at least one a general partner. One of its yes-or-no questions is whether partners will claim limited liability within Louisiana, which is exactly what an LLP cares about. A general partner swears to it before a notary.

Form 975, a registered limited liability partnership

Under R.S. 9:3432 a partnership files an application with its name, the address of its principal office, the number of partners and a brief description of its business. The fee is $155. The registration lasts one year, and the partnership renews it by application before the term ends, at the same $155. A majority in interest of the partners, or partners they authorize, execute it, and the state asks for two signed copies. The name has to end with "registered limited liability partnership" or "L.L.P." (R.S. 9:3433).

The state does not say which of these an out-of-state LLP should file, and this page does not either. Because the two cost different amounts and lead to different upkeep, call the Commercial Division at (225) 925-4704 and ask how it expects a partnership formed elsewhere to register. Then send the matching form.

R.S. 9:3431 is the provision partners usually care about. A partner in a registered limited liability partnership is not individually liable for the partnership's liabilities that arise from errors, omissions, negligence, incompetence, malfeasance or willful misconduct committed by another partner or by a representative of the partnership. A partner is also not a proper party to a suit meant to enforce those liabilities.

The protection has limits. It does not shield a partner from fraud claims or a breach of professional duty the partner committed personally, it does not cover obligations arising from other causes, and partnership assets remain available for partnership debts. If the registration lapses or is ended, the partnership carries on as an ordinary partnership under the Civil Code, without the chapter's protection (R.S. 9:3435).

Which routes bring a foreign LLP's home-state shield into Louisiana is a legal question rather than a filing question. Have counsel confirm that the form you choose gives the partners the protection they expect.

There is no list of activities that do or do not count as doing business for a partnership, and no statute in the partnership chapters that bars an unregistered foreign partnership from Louisiana courts. What the foreign-partnership chapter does say is that registration is what gives a foreign partnership Louisiana partnership status, and that owning immovable property here takes a registration.

So the working triggers are practical ones. You plan to buy Louisiana land in the partnership's name. You want the partners' limited liability recognized in Louisiana. Or you want the partnership to stand on the same footing as a Louisiana one. Regular work in Louisiana, an office or employees make those questions more pressing, and professional LLPs may also answer to a licensing board whose rules sit outside the Secretary of State.

Neither form asks for a document from the home state. The foreign partnership statement relies on a general partner's affidavit, and the registered LLP application is signed by the partners. There is no age-limited good standing letter to order, which sets this filing apart from the one Louisiana demands of a corporation. Form 344 does add one promise: registering commits the partnership to hand its partnership articles to the Secretary of State within a month of a written request.

Check the current form before you file, since both were revised in October 2026, and keep a copy of whatever you submit.

Form 344 asks for an agent for service of process and prints that the agent "must reside in Louisiana." The statute itself requires only a designated agent within the state with a name and municipal address. A partnership that registers on Form 344 and then lets its agent lapse is served through the Secretary of State under R.S. 9:3424, and it may hear about a suit late. Form 975 does not ask for an agent at all, but a partnership using it still needs somewhere in Louisiana to be served. If your agent is a company, ask the Commercial Division how the "must reside" wording applies before you file.

The upkeep depends on the route. A registered foreign partnership pays $35 for a yearly report due by its registration anniversary, signed by a partner and listing the agent, the business address and the tax identification number. A registered limited liability partnership instead renews its registration every year for $155, or withdraws by a written notice from a majority in interest of the partners.

To end a Form 344 registration, a partner files Form 394 and pays $185. The fee schedule lists a $155 charge for amendments, renewals and terminations of an LLP registration. Louisiana income and sales taxes are administered elsewhere and are not part of the registry.

Mainstay Filing does not prepare partnership filings. LLCs and for-profit corporations are what the checkout covers, so a partner or the partnership's attorney sends whichever Louisiana form applies. An LLP can purchase the registered agent for $149 each year, the same amount at renewal. Where a form needs a Louisiana agent address, the agent's goes in, and it appears in the public record.

Service of a lawsuit on the agent leads to a scan online within the business day, at no fee. Scanning of government mail is free for three pieces a year. An LLP already tied to another agent can have Mainstay Filing file the switch, with the state's fee billed exactly as charged. Read more on the Louisiana registered agent page. Mainstay Filing sells filing and agent services and is not a law firm.