Louisiana requires most registered business entities to file an Annual Report with the Louisiana Secretary of State, Commercial Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this report is unique as it is tied to your entity’s original registration anniversary date. In addition to this, there are annual tax-related filings with the Louisiana Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Louisiana is crucial for your entity’s legal operation. While Louisiana does not impose a monetary late fee for the Annual Report itself, failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
“Not in Good Standing” Status: Immediately after the due date, your business will be marked as “Not in Good Standing.” This status can impact your ability to secure loans, enter into contracts, or operate effectively in the state.
Administrative Dissolution/Revocation: If you fail to file annual reports for three consecutive years, the state will administratively dissolve your domestic entity or revoke the authority of your foreign entity to transact business in Louisiana.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Louisiana courts.
Complex Reinstatement: Reinstatement is a time-consuming process, requiring the filing of all delinquent reports and a reinstatement application, often with associated fees.
Specific Requirements by Entity Type in Louisiana:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Louisiana:
Annual Report (Louisiana Secretary of State, Commercial Division):
Frequency: Annually.
Filing Window/Due Date: Your annual report is due within 30 days after your entity’s anniversary date of original formation or registration in Louisiana. You cannot file the report earlier than this 30-day window.
Example: If your entity was registered on April 19th, your annual report filing window is from April 20th to May 19th each year.
Non-Profit Corporations: $10.00 (a $5 convenience fee applies for online credit card payments). Churches are typically exempt from the filing fee.
Penalty: No direct monetary late fee from the Secretary of State for the report itself, but consequences for non-filing include “Not in Good Standing” status and eventual administrative dissolution after three consecutive years of non-filing.
Information Required: Entity’s legal name, Louisiana Entity ID number, principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; managers/members for LLCs; general partners for LPs/LLPs).
Filing Method: Can be filed online through the Louisiana Secretary of State’s website (www.sos.la.gov/BusinessServices/) or by mail. Online filing provides immediate confirmation.
For Corporations (For-Profit & Professional) in Louisiana:
In addition to the Annual Report:
Louisiana Corporation Income Tax (Louisiana Department of Revenue – Form CIFT-620):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Louisiana Corporation Franchise Tax (Form CIFT-620): Louisiana also imposes a franchise tax on corporations, calculated based on the amount of capital employed in the state. This is filed on the same form as the income tax.
Extensions: A 7-month extension to file is typically available by filing Form CIFT-620EXT-V, but this is an extension to FILE, not an extension to PAY. Any tax due must still be paid by the original due date to avoid penalties and interest.
For Limited Liability Companies (LLCs) in Louisiana:
In addition to the Annual Report:
Louisiana Income Tax:
Default Taxation: LLCs are generally treated as pass-through entities for Louisiana income tax purposes (unless they elect to be taxed as corporations or S-corporations). Income and losses are reported on the owners’ individual Louisiana income tax returns (Form IT-540 for residents, IT-540B for nonresidents).
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form IT-565, Partnership Return of Income, with the Louisiana Department of Revenue. This is an informational return. Nonresident member withholding may apply.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a corporation for federal purposes, it will file Form CIFT-620 and be subject to Louisiana corporate income and franchise taxes.
Single-Member LLCs (Disregarded): Single-member LLCs treated as disregarded entities generally do not file a separate state income tax return; the owner reports the income/loss on their personal Louisiana income tax return.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Louisiana:
In addition to the Annual Report (for LPs, LLPs, LLLPs, and some GPs):
General Partnerships (GPs): Generally, GPs formed by agreement are not required to file an Annual Report with the Louisiana Secretary of State unless they have filed a Statement of Partnership Authority.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities must file an Annual Report.
Louisiana Partnership Return of Income (Louisiana Department of Revenue – Form IT-565):
Frequency: Annually.
Due Date: Generally, by the 15th day of the 4th month following the close of the taxable year (e.g., April 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding may apply. Certain eligible partnerships may be exempt from filing the state partnership return if certain conditions (e.g., gross receipts and assets below certain thresholds, and no composite or pass-through entity election) are met.
For Non-Profit Corporations in Louisiana, please also note the following:
In addition to the Annual Report:
Annual Report Filing Fee:$10.00 (or $0 for churches).
Charitable Organization Registration and Annual Renewal (Louisiana Attorney General’s Office – Public Protection Division, Charities Section):
If your non-profit solicits charitable contributions in Louisiana (unless specifically exempt, such as certain religious organizations, educational institutions, or those receiving very low contributions and not using professional fundraisers), you must register and renew annually with the Louisiana Attorney General’s Office.
Due Date: Annually, generally by the 15th day of the 5th month after the close of the organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end).
Filing Fee: Typically $25.00 for registration/renewal, though it can vary based on gross contributions for larger organizations.
Required Attachments: This renewal often requires submitting a completed registration form and a copy of your federal IRS Form 990 series return. Audited financial statements may be required for larger organizations.
Penalties: Failure to comply can lead to fines, injunctions, or legal action for unlawful solicitation.
Louisiana Exempt Organization Business Income Tax (Louisiana Department of Revenue – Form CIFT-620 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Louisiana corporate income tax return (Form CIFT-620) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Louisiana corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Louisiana filings typically require verification or updating of the following:
Your entity’s legal name and Louisiana Entity ID number.
The current principal office mailing address.
The name and physical street address of your Louisiana Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships (LPs, LLPs, LLLPs, and some GPs): Names and addresses of general partners or all partners.
Updated contact information for the entity.
For Non-Profits: Confirmation of your federal tax-exempt status and details regarding any charitable solicitation activities.
How can we assist you? We understand that navigating these compliance requirements can be challenging, especially with Louisiana’s anniversary-based reporting system and the lack of direct late fees, which can sometimes lead to confusion. We are here to assist you with understanding and fulfilling your Louisiana compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Louisiana Secretary of State.
Assisting with the preparation and filing of your Louisiana tax returns (e.g., corporate income/franchise tax, partnership returns) (if applicable).
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Louisiana Secretary of State and, if applicable, the Department of Revenue or Attorney General’s Office.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Louisiana compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
