Seeing your limited liability company (LLC) grow can be exciting. It opens new opportunities. You may start considering ways to expand the reach of your business. One way of doing this is by offering your products or services in other states, but doing so means you need to register as a foreign LLC in Louisiana or another state.
What It Is
Business expansion is not as simple as choosing a state where you can operate. Each state has laws and regulations that you will have to follow. You may need to register as a foreign entity in all of the states where you wish to transact with new clients.
If you formed your company in a different state, then you will have to register your business operations as a foreign LLC in Louisiana. In this case, “foreign” does not refer to companies from other countries. Instead, it refers to business entities organized under the laws of other states. Doing this will save you from incorporating or organizing a new business entity for your Louisiana operations.
Doing Business In Louisiana
According to the LLC Act of Louisiana, all foreign companies that are transacting business within the state should be registered. The first thing you have to understand is what doing business means. Generally, there is no definite meaning for transacting business under the LLC Act.
But, according to state laws, a foreign business entity should have a physical presence in or a nexus with the state of Louisiana for it to be required to collect and pay state sales taxes. You can use this as a basis to determine whether your company is transacting business in Louisiana or not.
Physical presence and nexus may mean any of the following:
- Having a warehouse in Louisiana
- Maintaining a store in Louisiana
- Having an office in Louisiana
- Having sales representatives or employees in Louisiana
Meanwhile, certain activities do not require a foreign qualification. These are not seen as transacting business in Louisiana.
- Defending or settling lawsuits
- Dealing with internal affairs, such as member or manager meetings
- Maintaining a bank account in Louisiana
- Having an agency, an office, or people in Louisiana handling the LLC’s membership interests
- Soliciting or procuring orders that require acceptance outside the state before translating into contracts
- Creating debts, mortgages, or liens evidence
- Securing or collecting debts
- Transacting business in interstate commerce
- Conducting isolated transactions completed within 30 days and are not repeated
- Acquiring or disposing of properties or property interests that are not part of the regular business activities
Registering A Foreign LLC In Louisiana
To complete the foreign qualification of your LLC, you have to file the Application for Authority to Transact Business in Louisiana with the Commercial Division. It is also referred to as the Application of Foreign Limited Liability Company. You can get a copy of the form by downloading it from the website of the Secretary of State.
Completing the form requires you to provide certain pieces of information relevant to your company. Prepare the following:
- LLC name
- A different name you will use in Louisiana in case you cannot use the official company name
- Organization date
- Duration of the LLC
- Street address of the LLC in its home state
- Principal office street address
- Principal street address in Louisiana, if any
- Name and street address of your Louisiana registered agent
- A statement of the nature of the business you plan on establishing in Louisiana
- A statement that your LLC is empowered to transact business under the laws of the home state
- A notarized statement signed by your Louisiana registered agent confirming acceptance of the appointment
- Authorized signature
Aside from the form, you also need to attach a Certificate of Existence or Good Standing. You can get this from the state where you organized your LLC. The certificate is only valid if it is dated within 90 days of the submission date of your application. Submit duplicate copies to the Secretary of State.
The filing fee for the registration is $150. The typical processing time is approximately a week. If you want the 24-hour expedited processing, you will have to add another $30.
After foreign qualification, your LLC will have ongoing compliance requirements. Among them is the Annual Report. You need to submit it every year on the exact date of your registration. It comes with a $30 filing fee.
Appointing Your Louisiana Registered Agent
State law requires all business entities operating in Louisiana to nominate a registered agent. It can either be an individual resident or a third-party organization like DoMyLLC. The main task of your registered agent is to accept services of process and other legal documents on behalf of your LLC.
When choosing a registered agent, make sure that they fulfill the requirements of the state. They have to maintain a registered office with a physical street address within the state. It has to always be open during regular business hours. Once the registered agent receives documents on behalf of your LLC, it has to contact your company and forward the documents promptly.
Consequences Of Not Foreign Qualifying
Doing business in Louisiana without proper authorization comes with consequences. For instance, your LLC will not be able to bring a lawsuit in any court in the state. Additionally, your company will be liable for all of the fees and taxes it should have paid if it had been registered properly. Aside from those, there are corresponding penalties.
Expanding your business operations in a different state will open new doors for your LLC. If you want to do that, you will have to register as a foreign LLC in Louisiana. It requires the submission of formal paperwork and payment of a filing fee. You may also need to comply with other state requirements.
If you find the whole ordeal a bit overwhelming or if you do not have enough time to take care of all the steps, you can get help from a reliable third-party organization like DoMyLLC. Our team of experts has experience in handling business filing requirements in all 50 states. You can also have a personalized solution that will cater to the specific needs and circumstances of your LLC.
Business Filing Section