Key Takeaways
- $110 online ($80 base + $30 expedite + $5 portal fee) Articles of Incorporation filing fee (Online (geauxbiz.com)) paid to the Louisiana Secretary of State, Commercial Division
- Minimum 1 director required (La. R.S. 12:1-803)
- Annual Report (Online (geauxbiz.com)) due within on the corporation's anniversary date each year, beginning the year after incorporation, $30 fee; loss of good standing and, if left unresolved, charter revocation late penalty
- Flat 5.5% corporate income tax on net income (since 2025); $30 Annual Report on the anniversary date; corporate franchise tax repealed effective January 1, 2026
- Registered Agent with a physical Louisiana street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; Louisiana now follows the federal S-Corp election automatically as of 2026
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in Louisiana means filing Articles of Incorporation with the Secretary of State through the GeauxBiz portal, which runs $110 online ($80 base plus a $30 auto-expedite and a $5 portal fee), appointing at least one director (La. R.S. 12:1-803), and keeping up an annual obligation that, as of 2026, is lighter than it has been in years. Louisiana repealed its corporate franchise tax effective January 1, 2026, leaving a flat 5.5% corporate income tax and a $30 Annual Report. This guide walks through every step and cost of forming a Louisiana C-Corporation, with filing available through LLC Attorney starting at $49.
C-Corp vs LLC in Louisiana
Most first-time business owners in Louisiana start with an LLC. A Louisiana corporation earns its place in narrower cases — chiefly when you plan to raise outside investment, issue stock or stock options, or build a structure investors recognize on sight, where the C-Corp form is a requirement rather than a preference.
Choose a Louisiana corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Louisiana is usually the better choice. A Delaware corporation operating in Louisiana still has to register as a foreign corporation there, pay Louisiana fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Louisiana?
What sets Louisiana apart for incorporation in 2026 is timing: the corporate franchise tax that Louisiana levied for decades is now gone, repealed for periods beginning January 1, 2026, leaving a clean flat 5.5% income tax and a $30 Annual Report as the only recurring state-level obligations. Layered on top of that is Louisiana's civil law legal system — the only one of its kind in the country — which shapes how corporate documents and shareholder rights are interpreted. The two facts together mean Louisiana has become noticeably cheaper to maintain a corporation in, but the governing law underneath still does not behave like the common-law states most templates are written for.
Key Louisiana-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Minimum of 1 director (La. R.S. 12:1-803); no residency or shareholder requirement
- Flat 5.5% corporate income tax on net income (since 2025); $30 Annual Report on the anniversary date; corporate franchise tax repealed effective January 1, 2026
- Annual Report due on the anniversary date (not a fixed calendar date) — track your incorporation date because the deadline moves with it
- Civil law legal system (the only state without common law) — corporate bylaws and shareholder agreements should be drafted against Louisiana's Business Corporation Act, not a generic template
Selecting a Name for Your Louisiana Corporation
Your corporation's name must comply with Louisiana naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Louisiana-approved designator (La. R.S. 12:1-401)
- Must be distinguishable from all existing Louisiana entities in the GeauxBiz business filing search
- the name must contain Corporation, Incorporated, Company, or Limited, or an abbreviation of one of those words, and it cannot imply a purpose the corporation is not authorized to pursue
- Names implying government affiliation or banking activity are restricted
Search the GeauxBiz business filing search at geauxbiz.com before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the Louisiana Secretary of State, Commercial Division, $25 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Louisiana Corporation
A Louisiana corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Louisiana's director requirements: Louisiana requires at least one director (La. R.S. 12:1-803). Directors do not have to be Louisiana residents or shareholders, and the Articles of Incorporation do not have to name the initial directors as long as the incorporators appoint them in the organizational minutes. The number of directors is fixed in the bylaws or the Articles, and a single-director board is fully permitted.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Louisiana requires the officers described in its bylaws, and Louisiana lets one person hold any number of offices simultaneously (La. R.S. 12:1-840). One individual can be the sole director and simultaneously hold every officer role, which is the standard setup for a closely held Louisiana corporation.
Designating a Registered Agent
Every Louisiana corporation must designate a Registered Agent — a person or entity with a physical Louisiana street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Every Louisiana corporation must continuously maintain a registered agent with a physical Louisiana street address (La. R.S. 12:236); a P.O. box does not satisfy the requirement. The agent receives service of process and official correspondence and must be available during business hours. An individual agent must be a Louisiana resident, or the role can be filled by a qualified registered-agent company, and the agent must acknowledge the appointment, which on GeauxBiz is done by electronic acceptance within seven days of submission.
If the Louisiana Secretary of State, Commercial Division cannot deliver legal notices to your Registered Agent, Louisiana can administratively revoke the charter of your corporation. LLC Attorney's Louisiana Registered Agent service is $125/year.
Louisiana Corporation Costs and Compliance
How to Form a Corporation in Louisiana
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Louisiana's requirements.
Your corporate name must be distinguishable from all existing Louisiana entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in La. R.S. 12:1-401). Search the GeauxBiz business filing search at geauxbiz.com before preparing any documents. Run your name through the GeauxBiz search at geauxbiz.com before filing. Availability there is not a trademark clearance, so check the USPTO database separately if you intend to build a brand around the name.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Louisiana Secretary of State, Commercial Division, $25 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Louisiana requires 1 director at formation. Decide your board size before you file. A solo founder can sit as the only director, while a company that expects outside investors or co-founders usually starts with a board of three. Because Louisiana fixes the number through the bylaws, expanding the board later is a bylaw amendment rather than a state refiling, but you still want the initial number to match your real ownership structure. Write down your director names and Louisiana addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Louisiana corporation must have a Registered Agent with a physical Louisiana street address. P.O. boxes are not accepted. If you do not have a Louisiana address where someone is reliably available during business hours, use a commercial registered agent. LLC Attorney can serve as your Louisiana Registered Agent and route every state notice and legal document to your client portal.
Step 5 — Complete the Articles of Incorporation (Online (geauxbiz.com)).
Go to geauxbiz.com and use the current version of the Articles of Incorporation. Always file directly through the Louisiana Secretary of State, Commercial Division — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Louisiana street address
- Your authorized share structure — state a fixed number of shares the corporation is authorized to issue and, if you want more than one class, describe each class and its rights in the Articles, since Louisiana sets no minimum and charges the same $80 base fee regardless of the count
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of authorized shares and, if applicable, a description of each share class (Louisiana imposes no per-share fee, so the count is a structuring choice rather than a cost driver)
Step 6 — File the Articles of Incorporation and pay the $110 online ($80 base + $30 expedite + $5 portal fee) fee.
File online at geauxbiz.com or by mail to the Louisiana Secretary of State, Commercial Division in Baton Rouge. Online processing is 1 to 2 business days for online GeauxBiz filings (online filings are auto-expedited) under normal volume.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Louisiana Secretary of State, Commercial Division approves your filing. Standard processing is 1 to 2 business days for online GeauxBiz filings (online filings are auto-expedited); 2 to 3 weeks for paper filings, and longer during the spring annual-report season during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Louisiana does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Louisiana corporations are governed by the Business Corporation Act (La. R.S. 12:1-101 et seq.), which sits inside the state's civil law system. Bylaws drafted from a generic common-law template can clash with Louisiana's civil-law defaults, so have them reviewed against Louisiana statute rather than reused from another state. A generic template may omit Louisiana-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Louisiana does not tie any tax to your authorized-share count, so there is no Delaware-style penalty for authorizing a generous number up front. A practical default is 1,000,000 common shares with the founders taking a defined block, which leaves room for an option pool without forcing an early amendment.
Step 10 — File your initial Annual Report (Online (geauxbiz.com)) within on the corporation's anniversary date each year, beginning the year after incorporation.
After your Articles of Incorporation is approved, you have on the corporation's anniversary date each year, beginning the year after incorporation to file Online (geauxbiz.com) with the Louisiana Secretary of State, Commercial Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $30. Missing the deadline triggers a loss of good standing and, if left unresolved, charter revocation penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Louisiana state taxes.
Your federal EIN does not automatically register you with Louisiana state agencies. Depending on your business type:
- Louisiana sales and use tax (Louisiana Department of Revenue (state rate 4.45% plus parish taxes), if you sell taxable goods or services) — revenue.louisiana.gov
- Louisiana employer payroll taxes (Louisiana Workforce Commission, if hiring Louisiana employees) — laworks.net
- Louisiana and parish sales tax — register with the Department of Revenue for the 4.45% state tax and separately with the applicable parish, since combined rates can exceed 12%
Step 14 — Pay your Louisiana annual tax.
For tax periods starting January 1, 2026 or later there is no Louisiana franchise tax to calculate or pay, because House Bill 3 repealed it. What remains is the corporate income tax: a flat 5.5% of Louisiana net income, reported on Form CIFT-620 and filed with the Department of Revenue, generally by the 15th day of the fifth month after the close of the tax year. Pay through the Louisiana Taxpayer Access Point (LaTAP). Separately, file the $30 Annual Report with the Secretary of State through GeauxBiz on the corporation's anniversary date to keep it in good standing.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Louisiana corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Louisiana filing. Louisiana's treatment of S corporations changed materially under Act 382 of the 2025 Regular Session. For periods beginning on or after January 1, 2026, Louisiana conforms to the federal S-Corp election and treats the entity as a pass-through, so income flows to shareholders' returns without a separate state-level S-Corp election or the old S-Corp exclusion filing. (For 2025 and earlier periods, an S corporation was still taxed at the corporate level in Louisiana unless it made the exclusion election.) An eligible Louisiana S-Corp can also make the pass-through entity tax election if that produces a better federal SALT outcome.
Step 16 — Set annual compliance reminders.
Louisiana corporations must file and pay on a recurring basis:
- Annual Report (Online (geauxbiz.com)): Annually on the anniversary date, $30 fee — loss of good standing and, if left unresolved, charter revocation if missed
- Corporate income tax (Form CIFT-620): flat 5.5% on net income, generally due by the 15th day of the fifth month after year-end; plus the $30 Annual Report on the anniversary date — no franchise tax to compute for 2026 and later
Missing these filings puts your corporation in bad standing with the Louisiana Secretary of State, Commercial Division and Louisiana Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Louisiana. If you would rather not manage this process, the service handles Louisiana corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the Louisiana Secretary of State, Commercial Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online (geauxbiz.com) deadline or annual tax payment.
S-Corp Election for Louisiana Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Louisiana corporation remains a Louisiana corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Louisiana treatment of S-Corps: Louisiana's treatment of S corporations changed materially under Act 382 of the 2025 Regular Session. For periods beginning on or after January 1, 2026, Louisiana conforms to the federal S-Corp election and treats the entity as a pass-through, so income flows to shareholders' returns without a separate state-level S-Corp election or the old S-Corp exclusion filing. (For 2025 and earlier periods, an S corporation was still taxed at the corporate level in Louisiana unless it made the exclusion election.) An eligible Louisiana S-Corp can also make the pass-through entity tax election if that produces a better federal SALT outcome.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Louisiana Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Louisiana-specific wrinkles: Louisiana may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in Louisiana with LLC Attorney
A corporation that exists only as a state filing is not a working corporation. The GeauxBiz filing creates the legal shell; it does not give you the bylaws, board consents, and stock records that make the entity function and keep the liability shield intact. A "$0 filing" that skips those is not free, it is unfinished — and in Louisiana, where the governing law is civil law rather than common law, a generic finish job is exactly what fails when the documents are actually tested.
Included with LLC Attorney corporation formation, starting at $110 online ($80 base + $30 expedite + $5 portal fee):
- Same-day or 24-hour Louisiana filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Louisiana Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
With Louisiana's franchise tax gone and the income-tax rate flat, the real value is getting governance documents that actually hold up under Louisiana's civil law system — and those are exactly what is included here.
Starting Your Louisiana Corporation with LLC Attorney
Louisiana's corporate formation requirements are straightforward but were just reshaped by 2025 to 2026 tax reform — the 2026 franchise-tax repeal, the flat 5.5% corporate income tax, and how Louisiana's civil law system affects bylaws and shareholder agreements. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Louisiana corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, multi-parish sales-tax exposure and civil-law-compliant governance documents, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Online incorporations through GeauxBiz are processed in roughly 1 to 2 business days, and because Louisiana automatically expedites online filings, that turnaround is built into the $110 online price. Paper filings take meaningfully longer — about 2 to 3 weeks, and more during the busy spring season. There is no separate tiered expedite menu; filing online is the fast path. LLC Attorney files your Articles online to hit your target formation date.
A C-Corp and an S-Corp are the same Louisiana corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Louisiana formation documents. Beginning in 2026 Louisiana automatically respects the federal S-Corp election, so a qualifying corporation gets pass-through treatment at the state level without a separate Louisiana filing.
Yes. Louisiana lets a single person form and run a corporation, acting as the only director and holding all officer positions at once (La. R.S. 12:1-840 allows one person to hold multiple offices). This is normal for a one-owner business. You still have to keep up corporate formalities — adopt bylaws, document an organizational consent, issue stock to yourself, and keep corporate and personal money separate — to preserve the liability protection.
A Louisiana C-Corp pays a flat 5.5% state corporate income tax on its net income, reported on Form CIFT-620. It no longer pays a corporate franchise tax — Louisiana repealed that tax for periods beginning on or after January 1, 2026. The only recurring state-level filing fee is the $30 Annual Report due on the anniversary date. At the federal level a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment, in which case income passes through to shareholders.
Louisiana corporations file an Annual Report with the Secretary of State each year on the company's anniversary date, with a $30 fee paid online through GeauxBiz. The report confirms the registered agent, registered office, and officer and director information. There is no separate franchise-tax filing tied to it anymore, because Louisiana repealed the corporate franchise tax effective January 1, 2026. Letting the report lapse puts the corporation out of good standing and can ultimately lead to revocation of its charter.
Louisiana does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
There is no franchise-tax penalty to worry about anymore, since Louisiana repealed the corporate franchise tax as of January 1, 2026. The corporate income tax still carries consequences: filing or paying the 5.5% income tax late accrues interest and a delinquent-filing penalty assessed by the Department of Revenue. Separately, missing the $30 Annual Report on your anniversary date pushes the corporation out of good standing and, if left unaddressed, can lead the Secretary of State to revoke the charter.
Yes. A Louisiana corporation can convert to an LLC by filing articles of conversion with the Secretary of State through GeauxBiz, and Louisiana's entity law expressly authorizes conversions between business forms. A conversion is generally a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA before filing — for some companies dissolving and re-forming is cleaner depending on assets and basis.
If Louisiana is unable to deliver legal notices to your Registered Agent, the state can administratively revoke the charter of your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Louisiana address to receive any legal documents on your behalf.