Does your LLC have to register in Louisiana? What counts as doing business

An out-of-state LLC may not carry on business here until a certificate of authority is granted to it, and no grant is available for business a Louisiana LLC could not lawfully do. The chapter's working test is a list of what does not count, and the list is open, so activities it does not name may also be left out of the requirement.

The list does not tell you where ordinary business lands, so here is how the safe activities apply to situations that come up often.

• A remote employee who lives in Louisiana. Nothing on the list covers regular work done by an employee in the state, so it may count as transacting business.
• A warehouse or stock held in Louisiana. Holding inventory here to fill orders is a regular business activity, not a one-off.
• Contracts signed with Louisiana customers. Taking an order that is accepted outside the state is on the list. Performing the work in the state is not.
• Owning rental property. The list covers acquiring or disposing of property outside a regular business. Renting it out as a business is different.
• Online sales shipped into Louisiana. Sales that are interstate commerce are on the list.

Bank accounts, meetings of members or managers, and collecting debts are all on the list, so an LLC that does only those does not need authority. The same goes for taking orders that bind only after acceptance outside Louisiana.

Registering as a foreign LLC is separate from Louisiana tax. An LLC can owe Louisiana tax without being required to register, and can be required to register without owing much tax. The two rules answer different questions. Check tax with a Louisiana accountant, and use this site for the registration question.

Answer yes or no. Does the LLC have an employee, an office, a warehouse or equipment in Louisiana? Does it perform services here on repeated occasions? Does it hold Louisiana property as part of its business? Does it expect any of this to last beyond 30 days? Any yes points toward registering. If everything is a bank account, a meeting or an order accepted elsewhere, the safe list covers it.

Owning a subsidiary or holding shares in a Louisiana company is not itself on the list of safe activities, so judge the parent by what the parent does in the state. A holding company that only owns shares and holds meetings elsewhere is on firmer ground than one whose staff negotiate and perform contracts in Louisiana.