Business Corporation Formation Filing Requirements in Louisiana

At a glance

Requirements one by one

Governing law and formation record

Louisiana uses Articles of Incorporation under the Louisiana Business Corporation Act. La. R.S. §§ 12:1-201 and 12:1-202 require delivery of the articles and the initial registered agent's signed written consent to the Secretary of State.

Incorporator and signature

An incorporator must be capable of contracting, and the articles list every incorporator's name and address. The signature rule is different: La. R.S. § 12:1-120 permits an incorporator to sign before the corporation has formed and requires the signer to state a name and capacity. The articles and the agent's consent must each be acknowledged by a signer or executed by authentic act. A corporate seal is optional.

Name, purpose, and duration

Under La. R.S. § 12:1-401, the name must contain “corporation,” “incorporated,” “company,” or “limited,” or an allowed abbreviation, and must be distinguishable in the Secretary of State's records. La. R.S. § 12:1-301 supplies a lawful-business-or-activity purpose unless the articles narrow it. La. R.S. § 12:1-302 supplies perpetual duration unless the articles say otherwise.

Agent, office, and addresses

The articles state a Louisiana registered-office street address, the principal office street address if different, and the agent's name and street address; post-office-box-only entries do not satisfy these fields. La. R.S. § 12:1-501 permits a Louisiana-resident individual or an eligible entity that maintains the required Louisiana office and recipient statement. The agent's signed consent is a mandatory attachment, not just an internal record.

Shares, classes, and par value

The articles state the authorized-share count. If multiple classes or series will exist, La. R.S. § 12:1-601 requires their counts, designations, and terms before issuance; the capital structure collectively must include unlimited voting rights and rights to net assets on dissolution. Under La. R.S. § 12:1-602, a board may create or reclassify unissued classes or series only if the articles delegate that authority, and the corporation must file an amendment before issuing those shares. Par value is optional under § 12:1-202.

Directors and other disclosures

Initial directors are optional, but if listed their street addresses become part of the public articles. Section 12:1-202 also makes the incorporator names and addresses, office addresses, and agent information part of the formation record. Initial officers, shareholders, and beneficial owners are not included in the section's required formation disclosures.

Optional and restricted provisions

La. R.S. § 12:1-202 permits purpose, management, power, par-value, indemnification, corporate-opportunity, and unclaimed-distribution provisions. Louisiana also supplies statutory director-and-officer protection: if the corporation chooses to reject or limit that protection, the articles must say so. Optional indemnification and corporate-opportunity clauses retain the section's express exclusions and prospective-effect limits.

Method, fee, attachments, and effect

La. R.S. § 12:1-120 allows typed or printed delivery and permits electronic or online delivery to the extent the Secretary of State allows it. Attach the acknowledged agent consent and pay the fee. La. R.S. § 49:222, as amended by 2026 La. Acts No. 921 effective October 1, 2026, sets the articles fee at $95.

Timing requires care. Under La. R.S. § 12:1-123, accepted articles normally take effect at receipt. But if the Secretary receives and accepts them within five days after signing, excluding legal holidays, they take effect when signed. A specified delayed effective date may be no later than 90 days after receipt. Corporate existence begins at that effective time under § 12:1-203.

Initial report, publication, and follow-up

The formation provisions impose no separate initial report or publication. Louisiana instead starts the recurring report cycle on the incorporation anniversary: La. R.S. § 12:1-1621 requires an annual report by that date. The annual-report fee is $35 under Act 921, effective October 1, 2026. That anniversary filing is later recurring compliance, not a filing that accompanies the articles.

Organization, officers, and bylaws

If initial directors are named, La. R.S. § 12:1-205 directs them to hold an organizational meeting and appoint officers. If none are named, the incorporators elect the board; that election may occur through written consent signed by every incorporator. The board must contain one or more individuals under § 12:1-803 and may act through all-director consent under § 12:1-821. La. R.S. § 12:1-206 says the board “may” adopt bylaws, while § 12:1-205 directs the initial organizational action and appointment of officers.

What trips people up

• A signature alone is not the full execution step. Both the articles and the agent's consent require acknowledgment or authentic-act execution.
• The agent's signed consent must be attached or appended to the articles.
• The ordinary effective-date rule can relate corporate existence back to the signing date, but only when accepted articles reach the Secretary within five days, excluding legal holidays. A late delivery loses that route.
• The online § 49:222 compilation still shows $75 for incorporation and $30 for annual reports. Act 921 superseded those figures on October 1, 2026, setting the fees at $95 and $35.

Common questions

Must every incorporator sign the articles?

No. The articles must identify every incorporator, but § 12:1-120 allows an incorporator to sign before the corporation is formed.

Is a separate initial report filed with the articles?

No. The Business Corporation Act's formation package is the articles plus the agent's consent. The recurring annual report is due by the incorporation anniversary.

Are bylaws mandatory immediately after filing?

No. Section 12:1-206 authorizes the board to adopt bylaws but does not require it. The organizational meeting still must address the board and officers as § 12:1-205 directs.

Must the corporation publish a formation notice?

No publication requirement appears in the current formation provisions.

Statutes and sources

• La. R.S. §§ 12:1-120 and 12:1-201 to -203. Governs the incorporator, articles, signatures, acknowledgment, agent consent, delivery, effective time, and beginning of corporate existence. Official Louisiana Legislature text (accessed October 2, 2026).
• La. R.S. §§ 12:1-301, -302, -401, and -501. Supplies the purpose and duration defaults and the name, office, and agent rules. Official Louisiana Legislature text (accessed October 2, 2026).
• La. R.S. §§ 12:1-601 and -602. Governs authorized shares, classes, series, rights, and delegated board terms. Official Louisiana Legislature text (accessed October 2, 2026).
• La. R.S. §§ 12:1-205, -206, -803, and -821. Governs organization, officers, bylaws, board size, and written consent. Official Louisiana Legislature text (accessed October 2, 2026).
• La. R.S. § 12:1-1621. Requires the later recurring annual report by the incorporation anniversary. Official Louisiana Legislature text (accessed October 2, 2026).
• La. R.S. § 49:222 and 2026 La. Acts No. 921 (HB 908). Sets the $95/$35 fees effective October 1, 2026; the online compilation still displays $75/$30. Online fee compilation, enrolled act, and official fee schedule (accessed October 2, 2026).