Louisiana: Business Corporation Formation Filing Requirements

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 sets the current
articles fee at $75. Enacted 2026 La. Acts No. 921 raises it to $95 on October
1, 2026.

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
current annual-report fee is $30 and Act 921 raises it to $35 on 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.
Unlike many corporation statutes, § 12:1-206 says the board “may” adopt bylaws,
so initial bylaws are not mandatory under this section.

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 $75 articles fee is temporary. Act 921 makes it $95 on October 1, 2026;
  the annual-report fee changes from $30 to $35 on the same date.

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 August 14,
  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
  August 14, 2026).
• La. R.S. §§ 12:1-601 and -602. Governs authorized shares, classes,
  series, rights, and delegated board terms. Official Louisiana Legislature
  text (accessed August 14,
  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
  August 14, 2026).
• La. R.S. § 12:1-1621. Requires the later recurring annual report by the
  incorporation anniversary. Official Louisiana Legislature
  text (accessed August 14,
  2026).
• La. R.S. § 49:222 and 2026 La. Acts No. 921 (HB 908). Sets the present
  $75/$30 fees and the enacted October 1, 2026 increases to $95/$35. Current
  fee statute, enrolled
  act, and
  official future fee schedule
  (accessed August 14, 2026).