How to Start an LLC in Louisiana: A Step-by-Step Guide (2027)

How to Start an LLC in Louisiana (Quick Answer)

To start an LLC in Louisiana, file the Articles of Organization (Form #365) with the Louisiana Secretary of State's Commercial Division through geauxBIZ, and pay the $100 filing fee, rising to $125 on October 1, 2026. Once the state approves it, your LLC legally exists, and from then on it files an Annual Report, $30 by mail or $35 online, due on or before its formation anniversary each year.

First-year cost: $100 if you file the Articles of Organization yourself, rising to $125 on October 1, 2026. If you are not based in Louisiana, add a registered-agent service, commonly $35 to $300 a year, plus an optional $25 name reservation.

Louisiana is the only US state that runs on a civil-law system instead of common law, and that single fact changes how courts read an LLC's operating agreement. Everywhere else, judges lean on decades of case precedent to fill gaps in a contract. In Louisiana, they go back to the codified Louisiana Civil Code and ask what the parties actually intended.

That difference sits underneath almost every step below, especially the operating agreement and succession planning. Here's how to form an LLC in Louisiana without getting caught by it.

TL;DR

• Louisiana runs on civil law, not common law: operating-agreement templates written for Delaware or Wyoming may not translate cleanly, and forced heirship plus non-heritable membership interests create real succession wrinkles.
• Step 1, name: reserve your LLC name for 120 days through Form #398 ($25) before you're ready to file.
• Step 2, registered agent: you need a physical Louisiana street address, and if your agent resigns you have 30 days to replace them before the Secretary of State's office becomes your registered office by default.
• Step 3, Articles of Organization: file Form #365 with the Secretary of State's Commercial Division via geauxBIZ; the fee is $100 now but rises to $125 on October 1, 2026.
• Step 4, operating agreement: Louisiana doesn't require you to file one with the state, but civil-law interpretation makes drafting one carefully more important here than almost anywhere else.
• Step 5, EIN without an SSN: founders without an SSN or ITIN use Form SS-4 by phone, fax, or mail instead of the online tool.
• Step 6, bank account: once your EIN arrives, open a US business bank account before you do anything else, most banks will ask for your Articles of Organization, EIN letter, and operating agreement.
• Step 7, Form 5472: a 25%+ foreign-owned single-member LLC must file this every year, even at zero revenue, or risk a $25,000 minimum penalty.
• Ongoing compliance: file an Annual Report every year by your formation anniversary, and budget for Louisiana's new flat 3% state income tax rate.
• Common mistakes: using an out-of-state operating agreement template without Louisiana-specific review is the mistake unique to this state.

Why Louisiana's Legal System Is Different

Louisiana is the only US state built on civil law, rooted in the Napoleonic Code and Spanish and French colonial law, rather than the English common law every other state uses. That's not trivia. It changes how a court reads your LLC's operating agreement.

In the other 49 states, contract disputes get resolved partly by looking at how similar cases were decided before. Louisiana courts work differently: they interpret agreements, including LLC operating agreements, by reference to the codified Louisiana Civil Code and the parties' actual intent, not by accumulated case precedent.

In practice, that means an operating agreement drafted with Delaware or Wyoming boilerplate can use terms of art that don't map cleanly onto Louisiana's civil-code concepts. A clause that would hold up fine in a common-law state might read ambiguously, or mean something different, under Louisiana's framework. Louisiana-specific legal review of your operating agreement matters more here than it would almost anywhere else in the country.

Two related quirks make this more than an academic point for founders with a US-resident spouse or co-founder.

Forced Heirship Can Override What Your Will Says

Louisiana retains "forced heirship," a civil-law inheritance concept largely abolished elsewhere in the US. It can compel a decedent's estate to reserve a portion of assets for certain heirs, typically minor or disabled children, regardless of what a will or operating agreement says. This applies to a founder's estate generally, not just LLC interests, but it can shape how ownership passes if a member dies while active in the business.

A Membership Interest Doesn't Automatically Pass to Heirs

Under Louisiana LLC law, a member's death ends their membership itself. Their succession representative becomes only an assignee of the economic interest, not a full voting member, unless the operating agreement specifically says otherwise. Combined with Louisiana's community-property marital regime, this can create real succession-planning complications for a founder who adds a US-resident co-founder or spouse to the LLC, complications founders in common-law states typically don't face the same way. Succession and estate matters here need a licensed Louisiana attorney, not general guidance from a formation guide.

Step 1: Choose and Reserve Your LLC Name

Your LLC name has to be distinguishable from existing registered names in Louisiana and needs a designator like "LLC" or "Limited Liability Company."

• Search first. Check name availability through the Secretary of State's business database before filing anything.
• Not ready to file yet? Lock the name down first. A $25 filing of Form #398 holds your chosen name for 120 days, so someone else can't register it out from under you while you finish the rest of your paperwork.
• No publication requirement. Louisiana doesn't require newspaper publication to form an LLC. Older sources claiming otherwise are typically outdated or confusing LLC formation with unrelated Louisiana civil-procedure publication rules, like those for successions, which are a separate matter entirely.

Step 2: Appoint a Registered Agent

Louisiana requires a registered agent with a physical Louisiana street address, no PO boxes, mail drops, or virtual offices, under La. R.S. 12:1308. The agent must be available to receive legal notices and service of process on the LLC's behalf.

Louisiana has a quirk worth knowing before you pick one:

• The 30-day resignation window matters. If your registered agent resigns, you have 30 days to file a statement of change appointing a replacement.
• Miss it, and the state steps in. If the LLC doesn't name a new agent within that window, the Secretary of State's own office becomes the registered office by default for service-of-process purposes. That's not a status you want your business sitting in, since it means legal notices go through a state office instead of directly to you.
• A commercial registered agent service is the standard fix if you're not physically based in Louisiana, and most also scan and forward mail.

Step 3: File Your Articles of Organization

Form #365, the Articles of Organization, is what legally creates your Louisiana LLC. You file it with the Louisiana Secretary of State, Commercial Division, either online through the geauxBIZ portal or by mail.

• Filing fee: $100 currently. This rises to $125 effective October 1, 2026, under Act 921 of the 2026 Regular Legislative Session, so confirm which fee applies on your filing date.
• Submit the Initial Report alongside it. Louisiana requires an Initial Report (Form #973) to be filed together with the Articles of Organization, not as a separate later step. It lists your LLC's registered agent and registered office, so have that information ready before you start the filing.
• Agency: Louisiana Secretary of State, Commercial Division, via geauxBIZ.
• Processing time isn't clearly published by the Secretary of State. It's commonly reported around 3 to 7 business days; confirm current timing when you file.
• Expedited options exist: a 24-hour expedite currently costs $30 (rising to $35 on October 1, 2026), and a same-day "while you wait" priority expedite currently costs $50 (rising to $60 on the same date).

Once the state approves this filing, your LLC legally exists, and the tax and compliance clock covered in the next few steps starts running.

Step 4: Draft Your Operating Agreement

An operating agreement is the internal document that spells out ownership percentages, management structure, voting rights, and how profits and losses get split among members. Louisiana doesn't require you to file one with the Secretary of State, but skipping it is a mistake almost everywhere, and especially here.

• Single-member LLCs benefit too. Even a one-owner LLC should have an operating agreement on file. It reinforces the separation between you and the business that courts look for when deciding whether liability protection actually holds.
• Banks and lenders will ask for it. As covered in the bank account step below, most banks require a copy before they'll open a business account, and some lenders require it before extending credit.
• Don't just reuse a generic template. As explained earlier, Louisiana's civil-law framework means an operating agreement drafted for a common-law state can leave gaps a Louisiana court won't fill the way you'd expect. Have a Louisiana attorney review it, particularly the provisions covering what happens to a member's interest on death or exit.

Step 5: Get an EIN, Even Without an SSN

An Employer Identification Number (EIN) is what the IRS uses to identify your LLC for tax purposes, and you'll need one to open a US bank account or file taxes. It's free directly from the IRS. Founders with a Social Security Number or ITIN can typically apply online and get one in minutes.

Founders without either use Form SS-4 instead, submitted by phone, fax, or mail. That route can take anywhere from same-day to several weeks, depending on IRS volume and how completely the form was filled out. Getting the responsible-party details right the first time matters more on this path, since a rejected submission means starting the wait over.

Step 6: Open a US Business Bank Account

Once your EIN letter arrives, open a dedicated business bank account before the LLC does anything else with money. Mixing personal and business funds is one of the fastest ways to undermine the liability protection an LLC is supposed to provide, since a court can look at commingled accounts as evidence the business isn't really separate from its owner.

• Bring your formation documents. Most banks ask for your approved Articles of Organization, your EIN confirmation letter, and, in many cases, your operating agreement before they'll open a business account.
• Have your operating agreement ready. Louisiana doesn't require you to file one with the state, but banks routinely require it, and it's the document that defines how ownership, voting, and profit splits actually work.
• Founders without a US address should expect this step to take longer and may need to work with a bank that has an established process for non-resident-owned LLCs.

Step 7: File Form 5472 if the LLC Is Foreign-Owned

Foreign ownership brings a federal filing obligation that has nothing to do with whether your Louisiana LLC actually did any business. Once a single-member LLC is 25% or more foreign-owned, the IRS wants a Form 5472 every year it exists, including years where the bank balance never moved. A quiet LLC is not an exempt LLC, and treating the two as the same thing is how founders end up owing far more than they saved by staying dormant.

• It doesn't travel alone. Form 5472 gets attached to a pro forma Form 1120, a placeholder corporate return the IRS requires as its cover sheet, even though your LLC isn't actually paying corporate tax.
• It's a transaction log, not a tax bill. The form documents money moving between the LLC and its foreign owner, capital put in, fees paid out, that kind of thing.
• The clock matches your income tax return, and if you need more time, the usual extension process covers this filing too.

Note: skip it or file late and the IRS's floor is $25,000, charged per form, per year, regardless of the LLC's actual revenue. Not knowing the rule existed isn't a defense the IRS accepts.

Step 8: Handle Louisiana's Ongoing Compliance

Forming the LLC isn't the finish line. Louisiana has its own recurring filings and a tax environment that changed significantly in 2025.

Annual Report

Louisiana requires an Annual Report every year, due on or before the anniversary date of your LLC's formation. You can file up to 30 days early. The fee is $30 by mail or $35 online.

Missing the deadline puts the LLC in "not in good standing" status. Continued non-filing over multiple consecutive years can eventually lead toward state revocation, though the exact multi-year trigger isn't clearly spelled out on a primary Secretary of State statute page, so treat that specific timeline as a reason to file on time rather than a hard countdown to test.

Local and Industry Licenses

Forming the LLC with the Secretary of State doesn't automatically clear every licensing requirement. Depending on what your business does and where it operates, you may also need a parish or municipal occupational license, a sales tax permit from the Louisiana Department of Revenue, or an industry-specific permit. Check with your local parish government and the state agency that regulates your line of business before you open your doors.

State Income Tax

Louisiana overhauled its individual income tax structure in 2025. Following a constitutional amendment voters approved in November 2024, the state replaced its former graduated brackets, which ran from 1.85% to 4.25%, with a flat 3% rate effective January 1, 2025, and applying through 2026. The standard deduction also increased substantially as part of the same reform.

Separately, Louisiana's corporate franchise tax is being repealed starting in 2026. That's only relevant if your LLC elects corporate tax treatment rather than the default pass-through treatment.

Your Operating Agreement Does More Work Here Than in Other States

This is where the civil-law point from earlier becomes practical instead of theoretical. Because Louisiana courts interpret agreements against the codified Civil Code and actual intent, a generic operating agreement pulled from a common-law-state template can leave real gaps.

Specifically, if you want a member's heirs to inherit full voting membership rather than just an economic assignee interest, your operating agreement needs to say so explicitly. Louisiana's default rule won't get you there on its own. This is a drafting decision worth a Louisiana attorney's review, not a boilerplate download.

Louisiana LLC Costs Breakdown

Several Louisiana fees change on October 1, 2026, so what you pay depends on your filing date. Every figure below comes from the steps above.

The Initial Report (Form #973) is submitted alongside the Articles of Organization rather than as a separate later filing. Registered agent service, if you are not serving as your own, is an additional annual cost this guide does not price.

How Long Does It Take to Form an LLC in Louisiana?

The Secretary of State does not clearly publish a processing time for the Articles of Organization. It is commonly reported at around 3 to 7 business days, so treat that as a planning estimate and confirm current timing when you file.

You can buy speed if a deadline is fixed. A 24-hour expedite currently costs $30, rising to $35 on October 1, 2026, and a same-day "while you wait" priority expedite currently costs $50, rising to $60 on the same date.

One thing that will not slow you down is the Initial Report (Form #973). It goes in with the Articles rather than as a second filing, as long as you have your registered agent and registered office details ready before you start.

The rest of the timeline is federal, not state. Founders with an SSN or ITIN get the EIN online in minutes; those filing Form SS-4 by phone, fax, or mail wait anywhere from same-day to several weeks.

The bank account comes after that and needs the approved Articles, the EIN letter, and usually the operating agreement. Founders with no US address should expect a longer process. The Louisiana filing is rarely what decides when you can actually transact.

Common Mistakes to Avoid

• Using a common-law-state operating agreement template as-is: language that works fine in Delaware or Wyoming may not carry the same legal weight under Louisiana's civil-code framework. Have it reviewed by Louisiana counsel before you sign it.
• Treating the EIN as the finish line: for a foreign-owned LLC, the EIN is closer to the starting gun on an annual Form 5472 filing obligation than the end of the process.
• Assuming no revenue means no Form 5472: a foreign-owned LLC owes this filing whether it earned a dollar or sat idle all year.
• Using a home or friend's address as the registered agent: it can put the LLC out of good standing and exposes a personal address on public record.
• Assuming your membership interest passes automatically to heirs: under Louisiana law it doesn't, unless the operating agreement says so.
• Missing the Annual Report deadline: it's tied to your formation anniversary, not a fixed calendar date, which makes it easy to lose track of.

How FinStackk Helps

FinStackk is an accounting and tax compliance platform for U.S. businesses, helping you go from incorporation to ongoing accounting, tax, and compliance, all in one place.

Fin-Start takes on the Louisiana-specific parts of this process for you, filing your Articles of Organization through geauxBIZ, applying for your EIN, and standing in as your registered agent, so a resigning agent or a missed 30-day statement of change never becomes your problem to solve alone.

Once your LLC exists, Fin-Tax keeps ongoing filings, including Form 5472 and Louisiana's Annual Report, on a proactive deadline calendar instead of leaving you to track anniversary dates yourself. Book a free demo to see both in action.

FAQ

Does Louisiana's civil-law system actually affect my LLC's operating agreement?

Yes, in a way most founders don't expect. Louisiana courts interpret contracts, including operating agreements, against the codified Louisiana Civil Code and the parties' actual intent, rather than accumulated case precedent the way the other 49 states do. An operating agreement written for a common-law state like Delaware or Wyoming may use terms that don't map cleanly onto Louisiana's civil-code concepts. Having a Louisiana attorney review your operating agreement, rather than reusing a generic template, is worth the cost here.

How much does it cost to file an LLC in Louisiana, and is the fee changing?

The Articles of Organization filing fee is currently $100. It's set to rise to $125 effective October 1, 2026, under Act 921 of the 2026 Regular Legislative Session. If you're filing close to that date, confirm which fee applies before you submit. Expedite fees are also rising on the same date, from $30 to $35 for 24-hour service and from $50 to $60 for same-day priority service.

What happens if my Louisiana registered agent resigns and I don't replace them in time?

You have 30 days to appoint a new registered agent after one resigns. If the LLC doesn't file a statement of change within that window, the Louisiana Secretary of State's own office becomes the registered office by default for service-of-process purposes. That means legal notices route through a state office rather than directly to you, which can delay your awareness of a lawsuit or compliance issue. Replacing an outgoing agent promptly avoids this altogether.

Can a non-US resident form an LLC in Louisiana?

Yes, though two steps take longer from abroad. Louisiana requires a registered agent at a physical Louisiana street address under La. R.S. 12:1308, with no PO boxes, mail drops, or virtual offices, so most non-resident founders use a commercial registered agent service.

Without an SSN or ITIN, you apply for the EIN on Form SS-4 by phone, fax, or mail rather than online, which runs same-day to several weeks. Opening the bank account usually takes longer too. If the single-member LLC is 25% or more foreign-owned, Form 5472 also becomes an annual filing from formation onward.

Can a non-US resident start an LLC in Louisiana?

Yes. Louisiana sets no residency or citizenship requirement to own a Louisiana LLC. You will still need a registered agent with a physical Louisiana street address under La. R.S. 12:1308, with no PO boxes or virtual offices, which usually means a paid service if you're not in the state. Because you won't have an SSN, you apply for your EIN on Form SS-4 by phone, fax, or mail instead of the online tool. If your LLC is single-member and 25% or more foreign-owned, you also file Form 5472 with the IRS every year, even at zero revenue, or risk a $25,000 minimum penalty.

What are the annual filing requirements for a single-member LLC in Louisiana?

Every Louisiana LLC, including a single-member one, files an Annual Report on or before its formation anniversary date each year, for $30 by mail or $35 online. You can file up to 30 days early, and missing the deadline puts the LLC in not-in-good-standing status, with continued non-filing eventually risking state revocation. Because the due date tracks your formation anniversary rather than a fixed calendar date, it is easy to lose track of. A single-member LLC that is 25% or more foreign-owned has an added federal obligation: Form 5472, filed yearly with the IRS.

Does a Louisiana LLC pay income tax?

Yes, but at a low flat rate. Louisiana overhauled its income tax in 2025, replacing its former graduated brackets, which ran from 1.85% to 4.25%, with a flat 3% rate effective January 1, 2025, and applying through 2026, alongside a larger standard deduction. A standard LLC is a pass-through entity, so those profits are reported on the owners' personal returns rather than taxed at the entity level. Louisiana's separate corporate franchise tax is being repealed starting in 2026, which only matters if the LLC elects corporate tax treatment rather than the default pass-through treatment.