Nonprofit Corporation Formation Filing in Louisiana

At a glance

Requirements one by one

Incorporators, name, and purpose

Under § 12:202, one or more natural or artificial persons capable of contracting may form the corporation. The English-language articles are signed by each incorporator or an authorized agent whose authorization is attached (§ 12:203(A)). Under § 12:203(B)(1)–(2), the articles state a name and either general purposes or that the corporation may engage in any lawful Chapter 2 activity. The name generally must be distinguishable on the Secretary of State's records (§ 12:204(B)).

Entity status, members, and directors

The articles must say the corporation is nonprofit and elect a stock basis, nonstock basis, or both (§ 12:203(B)(4), (9)). For a nonstock corporation, § 12:203(B)(11) requires member qualifications, any classes, and the classes' voting and other rights or restrictions. Section 12:203(B)(8) requires the names, addresses, and terms of office of the initial directors. The statutory list also calls for a taxpayer identification number, but says omission does not invalidate the articles or require rejection (§ 12:203(B)(12)).

Registered office, agent, and signing

Under § 12:203(B)(5)–(6), the articles give the registered-office location and address and each registered agent's full name and address; neither address may be only a post office box. Section 12:236(A) requires the office to be in Louisiana. Section 12:236(C)(1) permits a resident individual, a Louisiana-authorized law partnership, or a qualifying business entity as agent. Section 12:236(C)(2) requires a notarized acknowledgment and acceptance signed by each agent to be attached. An incorporator or authorized agent signs the articles, and one signer acknowledges them unless they are executed by authentic act (§ 12:203(A)).

Fee and start of existence

Effective October 1, 2026, 2026 La. Act 921, § 1 raises the fee for filing and recording nonprofit articles to $95 by amending § 49:222(B)(2)(a); § 2 gives the effective date. The compiled code page still displays the earlier $75 charge.

Under § 12:205(A), articles may be delivered in advance for filing on a specified date and, if requested, time within 30 days after delivery. Section 12:205(B) requires the Secretary of State to issue a certificate after compliant articles and fees. Under § 12:205(C), existence ordinarily begins as of filing when that certificate is issued. If filing occurs within five days, excluding legal holidays, after acknowledgment or authentic-act execution, existence instead begins as of that earlier act. A multiple original or certified copy of the articles and certificate must be recorded in the registered-office parish within 30 days after filing (§ 12:205(D)).

What trips people up

The registered agent's notarized acceptance is an attachment to the initial articles (§ 12:236(C)(2)); the statute does not treat the agent's name in the articles as the acceptance. The date of corporate existence can precede filing only under § 12:205(C)'s five-day acknowledgment or authentic-act condition.

Common questions

Can the corporation form without naming its first directors?

No. Section 12:203(B)(8) includes their names, addresses, and terms of office in the mandatory articles list.

Must every nonprofit be nonstock?

No. Section 12:203(B)(9) allows stock, nonstock, or both; the articles must state the chosen basis.

Statutes and sources

Verbatim excerpts of current official Louisiana statutes and the effective enrolled fee amendment appear above with official URLs and access dates.