FAQ · Straight answers to the questions Louisiana Nonprofit owners ask most.
Louisiana Nonprofit Corporation FAQ
Straight answers to the questions people actually ask when they're starting or running a nonprofit corporation in Louisiana — from how incorporation relates to tax exemption, to what the board has to do, to what keeps the organization in good standing year after year.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $75.00 state filing fee, at cost.
State agency: Louisiana Secretary of State, Commercial Division (filed online via geauxBIZ)
Annual report due: Anniversary of formation · Processing: 3-5 business days
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State facts
Louisiana Nonprofit
Forming the Nonprofit
What exactly am I creating when I form a Louisiana nonprofit?
You're creating a nonprofit corporation — a legal entity, separate from the people who run it, formed under the Louisiana Nonprofit Corporation Law in Title 12 of the Revised Statutes. The corporation can own property, sign contracts, hold a bank account, and be sued in its own name. Its directors and volunteers are generally shielded from its debts as long as they operate it properly.
What document creates the nonprofit?
The Articles of Incorporation, filed with the Louisiana Secretary of State through the geauxBIZ portal. Louisiana also requires an Initial Report filed at the same time, naming the registered agent and the initial directors. The two are treated as a package.
Do I need a lawyer to form a nonprofit?
Not legally. Many nonprofits form without an attorney, especially with a filing service handling the paperwork. That said, if your organization is complex, will hold significant assets, or has an unusual purpose, a consultation with a nonprofit attorney is money well spent — particularly around the tax-exemption language in your Articles.
How long does formation take?
Online filings through geauxBIZ generally clear within a few business days, depending on the Secretary of State's workload. Mailed filings take longer. Federal tax-exempt recognition from the IRS is a separate, much longer process.
Tax-Exempt Status
Is my nonprofit automatically tax-exempt once I incorporate?
No — and this trips up a lot of founders. Incorporating creates the entity under Louisiana law. Tax-exempt status is granted separately by the IRS after you file Form 1023 or 1023-EZ. These are two different steps handled by two different agencies. You incorporate first, then apply for exemption.
What's the difference between a nonprofit and a 501(c)(3)?
"Nonprofit" describes the state-law entity: a corporation that doesn't distribute profits to owners. "501(c)(3)" is a federal tax classification the IRS grants to qualifying charitable, religious, educational, and scientific organizations. Most people forming a "nonprofit" want to end up as a 501(c)(3), which requires both state incorporation and IRS approval.
Should I file Form 1023 or 1023-EZ?
Form 1023-EZ is a streamlined application for smaller organizations that meet the IRS's eligibility thresholds for projected revenue and assets. It's faster and simpler. Form 1023 is the full application, required for larger organizations and those that don't qualify for the EZ. Both require that your Articles already contain the correct IRS purpose and dissolution clauses.
Do donors get a deduction before the IRS approves us?
Once the IRS grants 501(c)(3) status, the exemption generally relates back to your incorporation date if you applied within the window the IRS allows — meaning gifts made in the interim can qualify. But there's risk in soliciting deductible donations before you have your determination letter, so be careful about how you represent your status while the application is pending.
The Board and Governance
How many directors do we need?
Louisiana sets a statutory minimum, but the practical benchmark is the IRS's expectation for a 501(c)(3): at least three directors, with a majority who are unrelated to each other. An independent board is what convinces the IRS that no single person controls the organization's money.
Do we need bylaws?
Yes, in practice. Louisiana doesn't file your bylaws, but the organization needs them to govern how the board operates — meetings, quorum, officer roles, voting. The IRS also expects to see them when you apply for exemption. Adopt bylaws at your first board meeting.
What's a conflict-of-interest policy and do we need one?
It's a written policy governing how directors and officers handle situations where they have a personal financial stake in a decision. The IRS specifically looks for one when reviewing exemption applications, so adopt it alongside your bylaws at the organizational meeting.
Can the founder be paid?
A nonprofit can pay reasonable compensation for actual work, including to a founder who serves as executive director. What it can't do is distribute profits or pay unreasonable amounts that amount to private benefit. Compensation decisions should be made by disinterested board members and documented.
Registered Agent and Compliance
Does a Louisiana nonprofit need a registered agent?
Yes. Every Louisiana nonprofit must name and continuously maintain a registered agent with a physical Louisiana street address, available during business hours to receive legal papers and state notices. You can name a director or use a commercial service, but a P.O. box alone won't do.
What annual filings does the state require?
Louisiana nonprofits file an annual report with the Secretary of State each year, tied to the anniversary of formation. It's an administrative update of your registered agent, address, and directors — not a financial disclosure. Keeping it current is essential to staying in good standing.
What does the IRS require each year?
A recognized 501(c)(3) files an annual information return — Form 990, 990-EZ, or the 990-N postcard, depending on size. This is separate from the state annual report. Missing the 990 three years in a row causes automatic revocation of tax-exempt status.
What happens if we let filings lapse?
Miss the state annual report repeatedly and the corporation can lose good standing and eventually be dissolved. Miss the federal 990 three years running and the IRS revokes exemption. Both are recoverable but slow and painful, so it's far easier to stay current.
Money and Operations
Do nonprofits pay any taxes?
A recognized 501(c)(3) is exempt from federal income tax on income related to its exempt purpose, and it often qualifies for certain state and local exemptions as well. But "tax-exempt" isn't the same as "tax-free." If the organization runs a business unrelated to its mission, that income can be taxable as unrelated business income. And if you have employees, you still handle payroll taxes like any employer. Exemption applies to mission-related income, not to everything the organization touches.
Can our nonprofit make a profit?
Yes — the term "nonprofit" is about how surpluses are used, not whether they can exist. A healthy nonprofit often takes in more than it spends in a given year and builds reserves. What makes it a nonprofit is that those surpluses stay in the organization and go toward the mission rather than being distributed to owners, because there are no owners. Building a reserve is prudent, not a violation of nonprofit status.
Can we accept grants and donations before we have 501(c)(3) status?
You can accept money, but there are practical limits. Many foundations and government programs will only fund recognized 501(c)(3) organizations, and individual donors can't claim a deduction until the exemption is in place (though it may relate back to your incorporation date once granted). Some new nonprofits work with a fiscal sponsor — an existing 501(c)(3) that accepts funds on their behalf — during the gap between forming and getting their determination letter.
How is a nonprofit different from a for-profit corporation day to day?
Structurally they look similar — both are corporations with a board — but the incentives differ. A for-profit answers to shareholders and aims to return value to them. A nonprofit answers to its mission and, through the board's fiduciary duties, to the public benefit it was formed to serve. There are no dividends, no equity, and no owners to enrich. That distinction shapes everything from how the board makes decisions to how the organization reports its finances.
Frequently asked questions
Can one person start and run a Louisiana nonprofit?
One person can file the paperwork, but a nonprofit is governed by a board, and the IRS strongly prefers at least three unrelated directors before granting 501(c)(3) status. A one-person nonprofit signals to the IRS that no independent oversight exists over how funds are used. Plan to recruit a genuine board.
Is a nonprofit the same as being tax-exempt?
No. Incorporating as a nonprofit under Louisiana law creates the entity. Tax-exempt status is a separate IRS determination obtained by filing Form 1023 or 1023-EZ. Many founders are surprised these are two distinct steps with two different agencies.
Do we have to file with both the state and the IRS every year?
Generally, yes. The Louisiana annual report keeps your corporation in good standing with the Secretary of State, and the IRS Form 990 series keeps your federal tax exemption intact. They're separate filings with separate deadlines, and both matter.
Can a Louisiana nonprofit pay its staff and directors?
A nonprofit can pay reasonable compensation for real work performed, including to staff and to directors who also serve in staff roles. What it can't do is distribute profits like a for-profit company. Compensation should be reasonable, decided by disinterested board members, and documented.
What's the difference between the Articles of Incorporation and the bylaws?
The Articles of Incorporation are the short public document filed with the state that creates the corporation. The bylaws are the longer internal rulebook — not filed with the state — that governs how the board and officers actually run the organization. You need both, and the IRS wants to see your bylaws when you apply for exemption.
Can an out-of-state nonprofit operate in Louisiana?
Yes, but it generally must register as a foreign nonprofit with the Secretary of State and appoint a Louisiana registered agent before doing business here. Foreign qualification lets your existing out-of-state nonprofit operate in Louisiana without forming a new entity.
Ready to form your Louisiana Nonprofit?
Formation, your registered agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Louisiana Nonprofit ($199.00/yr All-In)