Learn how to qualify your Louisiana LLC to conduct business.
If you own a company that was founded in a state other than Louisiana, you must qualify or register it in Louisiana in order to conduct business there. The requirements for qualifying your international (non-Louisiana) limited liability corporation (LLC) to conduct business in Louisiana are summarized below.
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What exactly is a Foreign LLC?
If your LLC was founded in another state, it is referred to as a foreign LLC in Louisiana. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in Louisiana
If you are “transacting business” in Louisiana, you must register your foreign company with the state, according to Louisiana’s LLC Act. What exactly does this mean? As with other states, Louisiana’s LLC Act does not define “transacting business” in connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Louisiana’s LLC Act, like other states’, stipulates some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member or manager meetings having a bank account in the state soliciting or procuring orders that require acceptance outside the state before they become contracts creating evidences of debt, mortgages, or liens securing or collecting debts transacting b
The Act also expressly says that this list is not exhaustive and that additional acts may potentially be exempt. Check Section 12:1343 of the Louisiana Revised Statutes for a complete legal explanation of each of the listed things.
If your LLC’s only operation in Louisiana is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit an Application for Authority to Transact Company in Louisiana with the Louisiana Secretary of State to register your business in Louisiana. The application form may be downloaded on the SOS website. (The SOS refers to the form as Application of Foreign Limited Liability Company.)
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a Louisiana registration application, you must provide:
If required, the name of your LLC and the alternative name your LLC will use in Louisiana (you need a different name if your LLC’s actual name or something extremely close is currently being used by a Louisiana registered firm, or if the real name does not conform with Louisiana’s LLC naming laws).
the date your LLC was formed the term of your LLC, if any the street address of your LLC in the state where it was formed the street address of your LLC’s major office the street address of your LLC’s principal place of business in Louisiana, if any
the name and address of your Louisiana LLC’s registered agent
a statement of the nature of the business your LLC will conduct in Louisiana, as well as a statement that the LLC is authorized to conduct that business under the laws of its home state, a notarized statement (affidavit) signed by your LLC’s Louisiana registered agent accepting appointment to that role, and an authorized signature.
With your application, you must attach a proof of existence or a certificate of good standing. The certificate should be granted by the Secretary of State (or a similar authority) in the state in which your LLC is formed. The certificate must be dated within 90 days of the day your application is submitted. The LLC Act requires you to submit duplicate copies of the application to the Secretary of State. The price for filing is $150.
What Happens If You Do Not Sign Up?
If your LLC does business in Louisiana without authorization, it is not permitted to file a case in any of the state’s courts. Furthermore, the LLC will be accountable for any costs and taxes that should have been paid if the LLC had registered legally, as well as penalties. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Louisiana. Furthermore, if the LLC fails to get a certificate of authority, a member does not become accountable for the LLC’s obligations.
Incorporation of a Foreign Corporation in Louisiana
The regulations and standards for international qualifying in Louisiana are identical whether your company is structured as a corporation rather than an LLC. However, you must use a separate application form (Form #326). For paperwork, information, and filing requirements for registering a foreign company in Louisiana, see the Louisiana Secretary of State’s website.