INCORPORATION OF LIMITED LIABILITY COMPANY-LOUISIANA
Incorporation of a Limited Liability Company in Louisiana is governed by Title 12 of the Revised code of Louisiana.
PROCEDURE OF INCORPORATION
The process of Incorporation begins with the choosing of a name for the Limited Liability Company.
The Louisiana Department of the Secretary of State will approve or reject proposed company names according to Louisiana law, which requires that the name chosen must be distinguishable upon the records of the Department from the name of other limited liability companies, non-profit corporations, business corporations, limited partnerships and limited liability partnerships operating in Louisiana.
Proper name selection is first and important step in process of organizing because other parties may sue for unfair competition or trade name infringement if the name chosen is so similar to another entity's name as to deceive or confuse the public.
The names can be reserved for sixty (60) days by filing an application for reservation and the requisite $25 filing fee with the Secretary of State. For good cause shown, two thirty (30) day extensions can be granted at no additional charge.
SELECTING A NAME
In choosing the limited liability company's name there are certain legal requirements of which one should be aware of:
- The names shall not imply that the company is an administrative agency of any parish or of this state or of the United States.
- Limited liability company name must be distinguishable from other corporate or limited liability company names or trade names previously registered with the Secretary of State's office. Other rules do apply. A thorough reading of the laws pertaining to corporate and limited liability company names is required, or you may consult the attorney of your choice.
- The name of a limited liability company shall not contain language stating or implying that the company is organized for any purpose other than a purpose that is lawful and that is permitted by its Articles of Organization.
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The name of a limited liability company must contain the words "limited liability company" for the abbreviation "L.L.C." or "LLC", or the combination "ltd. liability co.", "limited liability co." or "ltd. liability company".
FILING OF ARTICLES OF ORGANISATION
The original and one copy of the company's Articles of Organization must be filed with the Corporations Division.
Articles of organization of a limited liability company must set forth:
- the name of the company;
- the address of the initial designated office;
- the name and street address of the initial agent for service of process;
- the name and address of each organizer;
- whether the company is to be a term company and, if so, the term specified;
- whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and
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whether one or more of the members of the company are to be liable for its debts and obligations.
The following information must be provided while filing Articles of Organisation:
Company Name
The exact company name, including abbreviations, punctuation, etc., must be used consistently in all documents filed.
Dissolution Date If Any
The company may state a latest date of dissolution which must be a date certain listing the month, day and year. This date can be extended at some point in the future. The future date must also be a specific date. If no date is specified, the LLC will be considered to be perpetual.
Organizers
At least one person must execute the Articles of Organization. The articles must state the name and address of each person executing the Articles of Organization and must also state whether each of those persons is executing the document in the capacity of a member or an organizer.
The Articles of Organization may identify the initial members of the LLC. Unless the Articles of Organization provide otherwise, any person who executes the articles in the capacity of a member, and any person otherwise named in the articles as a member of the LLC, becomes a member at the time the filing becomes effective.
Registered Office and Agent
The duty of the registered agent is to forward to the company at its last known address any notice, process or demand that is served on the company. A registered agent must be:
- An individual who resides in Louisiana and whose business office is identical with the registered office;
- A domestic corporation whose business office is identical with the registered office; or
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A foreign corporation, nonprofit corporation or limited liability company authorized to transact business in this state whose business office is identical with the registered office.
The street address (and the mailing address if different from the street address) of the registered office, as well as the county in which the registered office is located, and the name of the initial registered agent. The registered office may, but need not be, the same as any of the company's places of business.
CERTIFICATE OF ORGANISATION
One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state.
The articles of organization and initial report may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery.
If the secretary of state finds that the articles of organization and initial report are in compliance with the law of the State and after all fees have been paid as required by law, the secretary of state shall record the articles of organization and initial report in his office.
The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized.
Upon the issuance of the certificate of organization, the limited liability company shall be duly organized, and its separate existence shall begin as of the time of filing of the articles of organization with the secretary of state.
FEE SCHEDULE
Domestic Corporations & Limited Liability Companies
|
SL. NO.
|
PARTICULARS
|
AMOUNT IN USD |
|
Domestic Corporations |
|
1.
|
Reservation of corporate name or limited liability company name
|
25 |
|
2.
|
Filing and recording articles of incorporation; amended articles; dissolution proceedings; termination of dissolution proceedings; reinstatement proceedings; merger proceedings and certificate of correction
|
60 |
|
3.
|
Filing and recording articles of organization; amended articles; dissolution proceedings; termination of dissolution
proceedings; reinstatement proceedings; merger proceedings and certificate of correction
|
75 |
|
4.
|
Issuing and sealing any other certificate required or permitted by the Business Corporation or the Limited Liability Company Law
|
20 |
|
5.
|
Agent or officer resignation; appointment of registered agent; change of domicile; appointment of new officers/
directors or members/managers; change of agent, officers/directors or members/managers address
|
25 |
|
6.
|
Supplemental initial report
|
25 |
|
7.
|
Annual report (corporations/limited liability companies)
|
25 |
|
FOREIGN CORPORATION |
|
1.
|
Filing and recording application for authority on corporations; amended applications; withdrawal proceedings; termination of withdrawal proceedings; reinstatement proceedings; merger proceedings and certificate of correction
|
100 |
|
2.
|
Filing and recording application for authority on corporations; amended applications; withdrawal proceedings; termination of withdrawal proceedings; reinstatement proceedings; merger proceedings and certificate of correction
|
125 |
|
3.
|
Issuing and sealing any other certificate required or permitted by Foreign Corporation and Limited Liability Company Law
|
20 |
|
4.
|
Agent or officer resignation; appointment of registered agent; change of domicile; appointment of new officers/directors or members/managers; change of agent, officer/director or member/manager address
|
25 |
|
5. |
Annual report (corporations/limited liability companies) |
25 |
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