Louisiana Foreign LLC Registration & Certificate of Authority Guide

1. What is Louisiana Foreign LLC Registration?

In Louisiana, the term “foreign LLC” does not mean an international company. It refers to a limited liability company that was legally formed outside the State of Louisiana—either in another U.S. state or a foreign country—and seeks legal authority to conduct business activities within Louisiana.

Completing Louisiana foreign LLC registration allows an existing LLC to lawfully transact business in Louisiana. Authorization is granted by the Louisiana Secretary of State upon approval of the Foreign Limited Liability Company Application for Registration, commonly known as a Certificate of Authority.

2. When is Louisiana foreign LLC registration required?

A foreign LLC must register in Louisiana if it is considered to be transacting business in Louisiana. While Louisiana law does not provide a single exhaustive definition, the following ongoing activities generally require registration:

• Maintaining an office, warehouse, storefront, or other physical place of business in Louisiana
• Hiring employees or regularly engaging individuals who perform services in Louisiana
• Providing services or performing contracts physically within Louisiana on a recurring basis
• Owning or leasing income-producing real property located in Louisiana

Activities that usually do NOT require registration

Certain limited activities are generally excluded from the definition of transacting business. These typically include maintaining a bank account, holding internal company meetings, conducting isolated or occasional transactions, or selling products through independent contractors. If a foreign LLC establishes a continuing physical or economic presence in Louisiana, registration is strongly recommended.

3. Louisiana foreign LLC registration requirements

To complete Louisiana foreign LLC registration, the following information and documents must be prepared and submitted accurately:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. Louisiana Registered Agent with a physical street address in Louisiana
4. Principal office address and mailing address
5. General business purpose consistent with lawful activities
6. Date business activity began or will begin in Louisiana
7. Certificate of Good Standing issued by the formation jurisdiction

Louisiana foreign LLC registration authorizes an existing LLC to conduct business within Louisiana while remaining governed by the laws of its original formation jurisdiction.

4. Louisiana foreign LLC name rules

Louisiana does not require name reservation before submitting a foreign LLC application. However, the LLC name must comply with Louisiana naming requirements and be distinguishable from other entities registered with the Louisiana Secretary of State.

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing Louisiana business entity names
3. May not contain restricted words without required approvals (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must register an assumed business name for use in Louisiana

5. Louisiana Registered Agent requirements

Every foreign LLC authorized to do business in Louisiana must continuously maintain a Registered Agent within the state. The registered agent acts as the LLC’s official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the Louisiana Secretary of State
• State compliance notices and statutory communications

Who can serve as a Louisiana Registered Agent?

1. An individual resident of Louisiana with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in Louisiana

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep owners’ personal addresses off public state records
2. Ensures availability during normal business hours
3. Reduces the risk of missing legal or government notices
4. Provides continuity when owners or managers are located outside Louisiana

6. How to register a foreign LLC in Louisiana (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before applying for Louisiana foreign LLC registration, the LLC must be active and in good standing in its formation jurisdiction. Louisiana will not approve an application for an LLC that has been administratively dissolved or is not compliant in its home jurisdiction.

Step 2: Obtain a Certificate of Good Standing from your home jurisdiction

Louisiana requires a Certificate of Good Standing (also called a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate must generally be dated within 60 days of filing the Louisiana application.

Step 3: Appoint a Louisiana Registered Agent

A foreign LLC must designate a registered agent with a physical street address in Louisiana. The registered agent must be available during standard business hours to receive legal documents and official state communications.

Step 4: File the Foreign LLC Application for Registration

File the Foreign Limited Liability Company Application for Registration with the Louisiana Secretary of State. Upon approval, the state grants the LLC legal authority to transact business in Louisiana.

• Provide the LLC’s legal name exactly as registered in the home jurisdiction
• State the jurisdiction of formation and original formation date
• Attach a current Certificate of Good Standing
• List the principal office and mailing address
• Identify the Louisiana registered agent and registered office address
• Indicate the date business activity began or will begin in Louisiana

Louisiana filing fee: $150 for foreign LLC registration, payable to the Louisiana Secretary of State.

Step 5: Receive approval and authority to operate

Once approved, the Louisiana Secretary of State issues confirmation granting the foreign LLC authority to conduct business in Louisiana. Online filings are typically processed faster than mailed submissions. Approval documents should be retained for licensing, banking, and compliance purposes.

7. After approval: Louisiana taxes, licenses, and banking

A) Louisiana state taxes

After obtaining authority to operate in Louisiana, a foreign LLC becomes subject to Louisiana tax obligations based on its business activity, nexus, and federal tax classification. Registration itself does not automatically trigger all taxes, but common obligations may include:

• Louisiana income tax for LLCs taxed as corporations or pass-through entities with Louisiana-sourced income
• Louisiana franchise tax and has Louisiana taxable capital
• Sales and use tax if the LLC sells taxable goods or services in Louisiana or establishes sales tax nexus
• Employer withholding tax if the LLC has employees performing services in Louisiana

B) Local business licenses and permits

Louisiana does not issue a single, statewide general business license. However, foreign LLCs may be required to obtain local licenses or permits from cities, parishes, or regulatory agencies depending on the nature and location of the business activity. Industries such as construction, healthcare, food service, transportation, and professional services commonly require additional approvals.

C) EIN and banking

Registering as a foreign LLC in Louisiana does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. Louisiana does not require a new EIN solely due to foreign registration.

Banks and financial institutions may request Louisiana-specific documentation when opening or updating accounts related to Louisiana operations, including:

• Louisiana foreign LLC approval confirmation
• Certificate of Authority issued by the Louisiana Secretary of State
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members, managers, or authorized signers

8. Louisiana foreign LLC fees & ongoing costs

• Foreign LLC Application for Registration: $150 Louisiana Secretary of State filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies by state or country of formation
• Louisiana Registered Agent service: typically $100–$300 per year
• Louisiana Business Entity Report: $75 biennial filing fee
• Local licenses and permits: costs vary by parish, city, and industry

9. Louisiana foreign LLC compliance tips

• Maintain a continuously active Louisiana registered agent with a physical address
• File the Louisiana Business Entity Report every two years and pay the required filing fee on time
• Keep the LLC in good standing in its original formation jurisdiction
• Monitor Louisiana tax registrations and filing obligations based on business activity
• Retain organized records of registration approvals, biennial reports, tax filings, and compliance correspondence

10. Conclusion

Louisiana foreign LLC registration allows an existing limited liability company to legally expand operations into Louisiana while continuing to be governed by the laws of its original formation jurisdiction. By appointing a registered agent, submitting the required application, and complying with Louisiana’s reporting and tax requirements, foreign LLCs can operate in the state with legal certainty.

With FormLLC, business owners receive structured guidance, jurisdiction-specific clarity, and compliance-focused support to complete Louisiana foreign LLC registration correctly and maintain good standing over time.