Document Compliance

Document Compliance Checklist

Prior to submitting documents to the Secretary of State for filing, check that the following are complied with, if applicable. The document must meet all requirements:

contain the correct entity name
be dated
have all the required signatures
be notarized (when required by statute)
contain municipal street addresses, not post office box numbers (mailing purpose only)
have the required adjustment in the corporate name such as Incorporated, Corporation, Limited, Company, Inc., Corp., Ltd., or Co.
have the required adjustment in the limited liability company name such as L.L.C., L.C. or Limited Liability Company
have the required adjustment in the partnership name such as Registered Limited Liability Partnership or L.L.P. when applicable
be accompanied by the required filing fee
be accompanied by the certificate of good standing or existence when qualifying a foreign corporation or limited liability company
be accompanied by an affidavit of registered agent if a registered agent is being appointed
be accompanied by a description of the logo if a logo is attached to a trade name registration
contain the notary number and printed or typed names of the notary and witnesses

Before submitting articles of incorporation, articles of organization and trade names, a preliminary check of the name is advisable. Preliminary checks may be made by phone by calling 225.925.4704, by fax 225.922.3242, or by mail to P. O. Box 94125, Baton Rouge, LA 70804-4591. Reservation of names is available for a fee of $25. The name may be reserved for a period of 60 days. Two 30 day extensions are available upon request.

NAME AVAILABILITY

Names checked for availability must be distinguishable from corporate, limited liability company and trade names already on file, or reserved, in the Secretary of State's office. In addition to checking names by various spellings ( Cajun vs. Kajun ), names are checked phonetically ( excellent vs. x e lent ). (Partnership names do not conflict and are not considered when checking name availability for the above listed entities. Trade marks and service marks are only conflicted with other trade marks and service marks registered in the same class.) No corporate or limited liability company name shall contain the phrase "doing business as" or the abbreviation "d/b/a". The names of revoked Louisiana corporations and limited liability companies are not available for a three year period after the date of revocation.

Louisiana Business Corporations

The name shall not imply that the corporation is an administrative agency of any parish or of this state or of the United States.

The following are words which are prohibited from use in Louisiana business corporate names, except for bank holding companies: bank, banker, banking, savings, safe deposit, trust, trustee, building and/or loan, homestead, insurance, casualty, redevelopment corporation, electric cooperative, and credit union. No corporation shall use the word insurance in its name except for an independent insurance agency or brokerage.

Written waivers from two state boards are required for use of certain words in corporate names. If 'engineer', 'engineering', 'surveyor' or 'surveying' will be part of the corporate name, a waiver must be obtained from the Louisiana Professional Engineering & Land Surveying Board, 9643 Brookline Avenue--Suite 121, Baton Rouge, LA 70809-1443, 225.925.6291.

In order to include 'architect', 'architectural', or 'architecture', a waiver must be obtained from the State Board of Architectural Examiners, 8017 Jefferson Highway, Suite B2, Baton Rouge, Louisiana 70809, 225.925.4802.

In order to include the form of the words "bank" or "trust", a waiver must be obtained from the Office of Financial Institutions, P. O. Box 94095, Baton Rouge, LA 70804, 225.925.4548.

Louisiana Nonprofit Corporations

The corporate name shall not imply that the corporation is an administrative agency of any parish or of this state or of the United States. It shall not contain any of the following words: bank, banking, banker, savings, trust, deposit, insurance, mutual, assurance, indemnity, casualty, fiduciary, homestead, building and loan, surety, security, guarantee, cooperative, state, parish, redevelopment corporation, electric cooperative or credit union.

If you are forming a non profit corporation and intend to apply to the Internal Revenue Service for tax exempt status, additional information will be required in the articles of incorporation. To obtain exemption information visit http://www.irs.gov. or call toll free at 877.829.5500. If the required information is not included in the articles of incorporation the IRS will direct you to amend the articles. This office, as well as the Clerk of Court’s office, will require an additional fee to file an amendment to the articles of incorporation.

Foreign Business and Nonprofit Corporations

If the corporation applying for a Certificate of Authority contains the word 'engineer', 'engineering', 'surveyor' or 'surveying' in its name, a waiver must be obtained from the Louisiana Professional Engineering & Land Surveying Board, 9643 Brookline Avenue, Suite 121, Baton Rouge, LA 70809-1443, 225.925.6291.

Louisiana Limited Liability Companies

The name shall not imply that the corporation is an administrative agency of any parish or of this state or of the United States.

The LLC name shall not contain any word or phrase which indicates or implies that it is organized for any purpose not lawful for a limited liability company or contrary to its articles of organization. (A limited liability company shall not be formed for the purpose of banking or insurance underwriting in all of their several forms or for the purpose of operating homesteads or building and loan associations.)

Conversion of Business Entities

Business corporations, limited liabililty companies and general and limited partnerships can convert to another type of business entity by filing a conversion application with the Secretary of State. The requirements of the application vary according to the type of organizational form of the converted entity. A thorough reading of the statute is suggested (R.S. 12:1601). Please call the Commercial Department for additional information at 225.925.4704.

Collection Agency Registration

Collection agencies that do business in Louisiana are registered with the Secretary of State.. The Commercial Division has prepared a registration form which is available with the list of New Entity Filings in the Corporations Section. Registered Agencies will be listed alphabetically in the Corporations Database.

TRADE NAMES, TRADEMARKS AND SERVICE MARKS

The laws governing registration of trade names, trademarks and service marks are extensive. A thorough reading of Title 51, Chapter 1, Part VI of the Louisiana Statutes is advisable.

LOUISIANA PROFESSIONAL CORPORATIONS

A business corporation may be formed in compliance with the laws governing several types of professions. The professional corporations generally are limited to their particular type of business, and may hold property for investment or in connection with their practice. The following professional corporations must contain the full or last name or names of one or more voting shareholders, former voting shareholders or members of a predecessor firm: law, dental, accounting, chiropractic, nursing and optometry. The following professional corporation names may comply with the above, or may consist of any name approved by the Secretary of State: medical, architectural, psychology, veterinary, architectural-engineering, occupational therapy, and social work . With the exception of architectural-engineering, all professional corporation names must end with a 'professional' ending.