How to register a foreign LLC in Louisiana, from first call to filed authority

Authority is required before an LLC transacts business in the state. The statute's list of safe activities is not complete. If your people, property or repeated contracts are in Louisiana, registering is the careful course, and ask a Louisiana business lawyer how your facts fit. If you only hold meetings, keep a bank account or sell across state lines, read the doing-business page first.

The statute allows three kinds of agent. One is a person living in Louisiana, with the registered office as that person's own business address. Another is an attorney, or a law partnership, licensed to practice in the state. The third is a company authorized in Louisiana, with its office at the registered address and a certificate on file naming two people able to accept process. The agent's address is also the registered office address. Details are on the agent page.

The statute says the application is signed in duplicate by a manager, if management is vested in managers, or by a member, if it is reserved to the members, and acknowledged or executed by authentic act. The registered agent signs a separate acceptance block, also before a notary. The form notes that Louisiana law requires a notary to print or type a name and a notary or bar roll number on the document, so check that yours does.

Assemble the transmittal page, both copies of Form 972, the certificate and the payment. Mail them to the Commercial Division, or file through geauxBIZ if your parish requires it. The state endorses the application as filed, issues the certificate of authority and returns it. Keep a copy of everything you send.

The LLC is authorized until the state revokes the certificate or the LLC withdraws. It gets the same rights as a Louisiana LLC, no greater, and the same duties. Its home state still controls its internal affairs and how its members and managers are treated. Put the report anniversary in a calendar, and keep the agent's details current.

An LLC that changes its name, or plans to transact business of a different kind than it described, files an amended application for authority, and a name change needs the home-state paper showing the amendment. The check box for an amended application sits at the top of Form 972. We quote that fee when you order.

When the Louisiana work is over for good, the company files Form 338. The state issues the certificate of withdrawal after tax clearances arrive. Until then, annual reports stay due. The withdrawal page lists the steps.

We take over steps 4 to 7 for $199, and we tell you when to order the certificate for step 2. You still choose the agent unless you would rather use ours, and you still sign in front of a notary. If you want to see every screen first, the self-filing page covers it.

Item 9 asks for the nature of the business the LLC proposes to transact in Louisiana. The statute pairs that with a statement that the LLC is empowered to transact such business under its home law. A short, honest description is enough, such as selling equipment to Louisiana customers or providing consulting services from a Baton Rouge office. If the operating agreement limits the LLC to a stated purpose, keep the description inside it.

Each state names its certificate differently: certificate of existence, certificate of good standing, certificate of status. Louisiana accepts either of the first two. Only the Texas and Alabama wording on the form warns that a tax-office good standing letter is the wrong paper there; those states issue the right one from the Secretary of State. The certificate has to carry an original signature, so check how your state delivers it before you rely on a print-out. If the LLC changed names since formation, obtain a certificate of fact showing the change from the home state. For two common states, see Delaware and Wyoming.

The state's fee is $185. A rush tier adds $35 or $60. Paying by card adds $5. The home-state certificate is whatever your formation state charges. A year later the annual report is $35. The cost page puts these in totals.

Louisiana requires the LLC to keep written accounts of its property and business transactions in the state at its principal place of business, whether that is inside or outside Louisiana. Also keep a copy of the filed application, the grant, the agent's acceptance, each annual report and every statement of change. They are the evidence if a customer or a court asks whether the LLC was authorized on a given date.