Steps to forming a Louisiana corporation
The following is an overview of some of the steps you must take to form a corporation in Louisiana. Before making the decision to form a corporation it is important to meet with an attorney to discuss whether such a business entity is right for you and your situation.
Choose a name for your corporation
There are specific laws governing the naming of corporations. In general, the name must be unique in the sense that it is distinguishable from the names of other businesses or trade names. The Secretary of State requires that the name be distinguishable on its records and in its pronunciation. By law certain names or abbreviations are prohibited and others are required. An attorney can help you determine if your name is legally valid.
If there are competing claims to the same business name, those claims are a matter of trade name and unfair competition law, not corporate law.
File articles of incorporation
At least one person capable of being an incorporator is required to form a corporation. This person, or group of persons, must file with the Louisiana Secretary of State the articles of incorporation and the acceptance of the registered agent. Both of these documents must be notarized or duly acknowledged.
Filing these documents is important because it serves as proof that all conditions precedent to form a corporation have been met.
Name and appoint a registered agent and registered office
Corporations in Louisiana must name a registered agent and have a registered office. The registered agent can be an individual who resides in Louisiana or a domestic or foreign corporation or other business entity that “continuously maintains an office in Louisiana and, in the case of a foreign corporation or foreign eligible entity, is authorized to transact business in Louisiana.” The registered office can be the same as any location where the corporation does business.
Together with the article of incorporation, the bylaws set out how the corporation will be governed and otherwise conduct its business. Unlike the article of incorporation, the bylaws are not filed with the Secretary of State or otherwise made generally publicly available.
Name the first directors
If initial directors are not named in the articles of incorporation, an organizational meeting to name the initial directors must be held.
Hold first directors meeting
The following two matters are generally considered essential at the first meeting of the board of directors: appoint the corporations president, secretary, treasurer and other officers, if any; and, order issuance of shares.
Issue share certificates
In general, corporations are required to issue share certificates. Share certificates should contain: the issuing corporation’s name; a statement that the corporation is incorporated under the laws of Louisiana; the name of the person to whom the share is issued; class, series and number of shares issued; signature of required persons; and a corporate seal.
Prepare a minute book
A minute book is used to keep track of proceedings of shareholder and director meetings. They are important to keep an accurate record of the proceedings. Minute books typically document the date, time, location and duration of meetings, the nature/purpose of a particular meeting; the names and capacity of those present; and the items to be discussed.