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LeapLaw's 50 State Blawg  > Louisiana
Sponsored by:
GEC Group, LLC.
GEC Group, LLC.
2731 Executive Drive
Suite 4
Weston, FL 33331
www.gecgrp.com
Phone: (954) 318-2787
Toll Free: (877) 261-6823
Fax: (954) 318-2790



UCC Filing & Search Services, Inc.
UCC Filing & Search Services, Inc.
526 E. Park Avenue
Tallahassee, FL 32301
Phone: (850) 681-6528
Toll Free: (800) 822-5436
Fax: (800) 424-7979




Search posts for:

Basics Box: Louisiana
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: Yes (with Direct Access)
    Corporate:
  • Expedited Services:
  • UCC:
    Corporate: Yes ($30 for 24 hours service; Routine turnaround is 2-4 weeks.)
  • Name Reservations:
  • Yes; Corporations and LLCs only (60 days)
  • Preclearance:
  • Advantages of Choosing NRAI as Your Registered Agent (Louisiana)
    Contact Information - Louisiana Secretary of State
    Corporate Filings - Reasons for Rejection (Louisiana)
    Domestic Corporate Dissolution Summary (Louisiana)
    Domestic Corporation Summary (Louisiana)
    Foreign Qualification Summary (Louisiana)
    LLC - Formation Summary (Louisiana)
    Recommended Service Companies (Louisiana)
    UCC Filings (Louisiana)
    UCC Filings - Reasons for Rejection (Louisiana)

    Advantages of Choosing NRAI as Your Registered Agent (Louisiana)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.

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  • Contact Information - Louisiana Secretary of State
    Louisiana Secretary of State
    Corporations Section
    P. O. Box 94125
    Baton Rouge, LA 70804-9125

    Telephone: (225) 925-4704

    Facsimile: (225) 925-4726

    E-mail: commercial@sos.louisiana.gov

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    Corporate Filings - Reasons for Rejection (Louisiana)
    The following list should be double-checked prior to submitting any documents to the Louisiana Secretary of State to assure that the filing will not be rejected. The document must:

  • contain the correct entity name;
  • be dated and properly executed with required signatures;
  • be notarized (when required by statute);
  • contain municipal street addresses, not post office box numbers;
  • have the required adjustment in the business name such as Incorporated, Corporation, Limited, Company, Inc., Corp., Ltd., or Co. have the required adjustment in the limited liability company name such as L.L.C., L.C. or Limited Liability Company, Limited Liability Partnership or L.L.P.;
  • be accompanied by the required filing fee;
  • be accompanied by the certificate of good standing or existence when qualifying a foreign corporation or limited liability company;
  • be accompanied by an affidavit of registered agent if a registered agent is being appointed.

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  • Domestic Corporate Dissolution Summary (Louisiana)
    Pursuant to RS 12:250 of Louisiana Business Corporation Law, a corporation incorporated in Louisiana may be voluntarily dissolved by delivering to the Louisiana Secretary of State (LA SOS) Articles of Dissolution.

    Filing may be made (online).

    Tax Clearance: Unless a dissolution by affidavit of all the shareholders whether or not entitled to vote, or by the incorporator if no shares have been issued, a tax clearance is required from the Louisiana Department of Revenue and from the Louisiana Department of Labor stating all unemployment compensation contributions and penalties have been paid.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors; or by filing an affidavit of all the shareholders or incorporators whether or not entitled to vote.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.

    Affidavit of Dissolution:

    An affidavit of dissolution is filed with the LA SOS. Two Certificates of Dissolution are returned. One copy should be filed with the Clerk of Court where the corporation maintains its registered office. If the corporation's registered office is located in Orleans Parish, a Certificate of Dissolution must be filed with the recorder of mortgages.

    Filing Fee: $60.00

    Publication Requirement: After commencing business, a notice authorizing the dissolution must be published for all types of dissolution (unless the dissolution by affidavit of all the shareholders whether or not entitled to vote is filed). The notice must be published at least once in a newspaper of general circulation in the Louisiana Parish in which the registered office of the corporation is located. The notice must state that the corporation is to be liquidated out of court and include the name and post office address of the liquidator or the liquidators.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Louisiana)
    Pursuant to Louisiana Business Corporation Law (LRS § 12 et. seq.), a corporation incorporating in Louisiana files Articles of Incorporation with the Louisiana Secretary of State (LA SOS).

    Filing may be made (online).

    Corporate Name:

    The corporate name (except in cases of railroad, telegraph and telephone corporations) must contain the word "Corporation", "Incorporated" or "Limited", or the abbreviation of any of those words, or may contain instead the word "Company" or the abbreviation "Co." if the latter word or abbreviation is not immediately preceded by the word "and" or the symbol "&". No corporate name shall contain the phrase "doing business as" or the abbreviation "d/b/a".

    Restrictions: The following words are prohibited from use in Louisiana business corporate names, except for bank holding companies: bank, banker, banking, savings, safe deposit, trust, trustee, building and/or loan, homestead, insurance, casualty, redevelopment corporation, electric cooperative, and credit union. No corporation may use the word "insurance" in its name unless it is an independent insurance agency or brokerage.

    Louisiana Professional Engineering & Land Surveying Board Waiver: A written waiver from the Louisiana Professional Engineering & Land Surveying Board is required for use of 'engineer', 'engineering', 'surveyor' or 'surveying' in a corporate name. PE&LSB can be reached at 9643 Brookline Avenue--Suite 121, Baton Rouge, LA 70809-1443, 225.925.6291.

    State Board of Architectural Examiners Waiver: A written waiver from the State Board of Architectural Examiners in order to use the words 'architect', 'architectural', or 'architecture' in a corporate name. Waivers can be be obtained from the SBAE at 8017 Jefferson Highway, Suite B2, Baton Rouge, Louisiana 70809, 225.925.4802.

    No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders. List of directors and their addresses is optional on articles of incorporation.

    Maximum Stock for Minimum Filing Fee: There is no maximum stock for the minimum filing fee.

    Paid in Capital: There is no required paid in capital to commence business.

    Purpose: No specific business purpose is required. Unless the Articles of Incorporation limits the purpose of the corporation, the corporation will be authorized to engage in any lawful business.

    Federal Identification Number: FIN is requested on the application, however, "applied for" may be inserted if the number is not available.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator(s): Incorporator(s) may be anyone over 18 years of age and do(es) not have to be a resident of Louisiana.

    Filing: Must be executed before a notary public. Submit duplicate originals together with the Domestic Corporation Initial Report (form 341) contains an agent affidavit to LA SOS, who issues a Certificate of Incorporation after both documents are filed.

    Filing Fee: $60.00.

    Post Filing:

  • Within thirty (30) days after filing the Articles of Incorporation, a duplicate original of the Articles and the Initial Report (or a copy of each certified by the LA SOS), and a copy of the Certificate of Incorporation issued by the LA SOS must be filed with the office of the recorder of mortgages in the Parish where the corporation's registered office is located.

  • On or before the 15th day of the 3rd month the corporation must submit Corporation Franchise Tax Initial Return (official form) to the Louisiana Dept. of Revenue.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Louisiana)
    Pursuant to the Louisiana Business Corporation Law (LRS § 12-301), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Louisiana Secretary of the State (LA SOS).

    Filing may be made (online).

    Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").

    Good Standing Certificate: A certificate of existence or good standing from incorporating jurisdiction reflecting the identical corporate name be attached and must be dated within (90) ninety days of its submission. (TX and AL Corporations must obtain a certificate of existence from the Secretary of State, not a good standing from the Comptroller/Department of Revenue.)

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company and the registered agent before a notary public. Submit duplicate originals with the LA SOS.

    Filing Fee: $100.00

    Regulated Industries:

  • If the corporation includes in its name the words "engineer", "engineering", "surveyor", or "surveying", the Louisiana Professional Engineering and Land Surveying Board must be contacted prior to submitting the application for authority. They can be contacted at (225) 925-6291.

  • In order to include the words "architect", "architectural", or "architecture", a waiver must be obtained from the State Board of Architectural Examiners, 8017 Jefferson Highway, Suite B2, Baton Rouge, Louisiana 70809, (225) 925-4802.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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  • LLC - Formation Summary (Louisiana)
    Pursuant to the Louisiana Limited Liability Company Law (12:1301), a limited liability company forming in Louisiana files Articles of Organization together with an Initial Report with the Louisiana Secretary of State (LA SOS).

    Filing may be made (online).

    LLC Name: The LLC name must contain "limited liability company", "L.L.C." or "L.C."

    No. of Members: The LLC may have 1 member.

    Purpose of Business: Articles must include a brief nature of business.

    Execution and Filing: Signed by "organizer(s)" and executed by the resident agent and acknowledged by a notary.

    Filing Fee: $75.00

    Initial Report: The Articles of Organization cannot be accepted for filing unless an Initial Report (form 973) is also filed (attached to the Articles of Organization).

    Articles of Organization are filed within 5 working days (excluding holidays) after acknowledgement. Existence begins as of the time of acknowledgement.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Companies (Louisiana)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    GEC Group, LLC
    2731 Executive Drive, Suite 4
    Weston, FL 33331
    Phone: 877.261.6823
    Fax: 954.318.2790

    ------------------------------------------------

    UCC Filing & Search Services, Inc.
    526 E. Park Avenue
    Tallahassee, FL 32301
    Phone: 800.822.5436 / 850.681.6528
    Fax: 800.424.7979

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    UCC Filings (Louisiana)
    In Louisiana an Original Financing Statement (UCC-1) is filed in the Parish Clerks of Court.

    UCC Forms

    Online Filings: Filings may be done online via Direct Access (subscription required - $400 per user for the length fo the contract).


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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    UCC Filings - Reasons for Rejection (Louisiana)
    In practice, UCC financing statements are consistently rejected for:

  • the record is properly submitted to the filing office by approved communications method;
  • inaccurate filing fee;
  • the filing does not provide a name (or correct name) for the debtor;
  • the record does not provide a name (or correct name) for the secured party:
  • re: assignments, the record does not provide a name for the assignee.

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