⚜️ LOUISIANA
Louisiana Entity Types Guide

Complete guide to Louisiana's unique business structures – from civil law partnerships in commendam to L3Cs, benefit corporations, and professional entities

📚
Civil Law Tradition
Partnership in Commendam
💼
LLC Formation Fee
$100
🏢
Corporation Fee
$105
🌱
Social Enterprise Option
L3C & Benefit Corp

Louisiana Entity Types – The Civil Law Difference

🎯 Louisiana's Unique Legal Heritage

Louisiana's civil law tradition (derived from French and Spanish law) means our business entities have unique terminology and rules not found in other states. While we've adopted modern LLC and corporate statutes similar to other jurisdictions, our partnership law remains rooted in the Civil Code, giving rise to structures like the partnership in commendam (Louisiana's limited partnership).

The Louisiana Entity Universe

Unincorporated

  • Sole Proprietorship
  • General Partnership
  • Partnership in Commendam (LP)
  • Registered LLP

Limited Liability Companies

  • Standard LLC
  • Low-Profit LLC (L3C)
  • Professional LLC (PLLC)

Corporations

  • Business Corporation (BCA)
  • Benefit Corporation
  • Nonprofit Corporation
  • Professional Corporations (PC)

Professional Entities

  • Professional Law Corporation
  • Medical/Dental Corporation
  • Accounting/CPA Corporation
  • Chiropractic Corporation
  • Professional LLCs (some fields)

Special Purpose

  • Educational Cooperatives
  • Industrial Development Corps
  • Economic Development Corps

Governing Law

Entity Type Primary Statute
General Partnership Civil Code, Title XI – Partnerships (Art. 2801 et seq.)
Partnership in Commendam (LP) Civil Code, Art. 2837 et seq.
Registered LLP Title 9 R.S. – Registered Limited Liability Partnerships (R.S. 9:3432 et seq.)
Limited Liability Companies Title 12, Chapter 22 (R.S. 12:1301 et seq.)
Business Corporations Title 12, Chapter 1 – Business Corporation Act (R.S. 12:1-101 – 1-1705)
Benefit Corporations R.S. 12:1801 et seq.
Nonprofit Corporations R.S. 12:201 et seq.
Professional Corporations Title 12 (separate chapters: law R.S. 12:801–816, medical 12:901–915, dental 12:981–995, etc.)

Key Louisiana-Specific Features

✅ What Makes Louisiana Different:
  • Civil Code Partnerships: Civil Code Art. 2801 defines general partnership as a juridical person, distinct from its partners – terminology and concepts rooted in civilian tradition
  • Partnership in Commendam: Louisiana's version of limited partnership, with general partners and partners in commendam (limited partners)
  • L3C (Low-Profit LLC): Louisiana is one of the few states authorizing low-profit LLCs for social enterprises
  • MBCA-Based Corporate Law: Modern Business Corporation Act (effective Jan 1, 2015) substantially tracks Model Business Corporation Act
  • Benefit Corporation Option: Dedicated benefit corporation statute (R.S. 12:1801–1824) for mission-driven businesses
  • Professional Entity Flexibility: Multiple professional entity chapters (law, medical, dental, accounting, chiropractic) with PC and PLLC options

Quick Comparison: Louisiana Entity Types

This table provides a high-level comparison of Louisiana's business structures. Scroll horizontally on mobile devices.

Factor Sole Proprietorship General Partnership Partnership in Commendam (LP) LLP LLC L3C Corporation Benefit Corp Nonprofit PC/PLLC
Liability Shield ❌ None ❌ Joint & several ⚠️ GPs: none; LPs: limited ✅ Yes (except own acts) ✅ Yes ✅ Yes ✅ Yes ✅ Yes ✅ Yes ✅ Yes (except own malpractice)
Tax Default Individual (Schedule C) Pass-through (K-1) Pass-through (K-1) Pass-through (K-1) Pass-through (or elect C-corp) Pass-through (or elect C-corp) C-corp (or elect S-corp) C-corp (or elect S-corp) Tax-exempt (501(c) if qualified) C-corp or S-corp (or pass-through if PLLC)
Owner Restrictions 1 person only 2+ persons 1+ GP, 1+ LP 2+ partners 1+ members 1+ members 1+ shareholders 1+ shareholders N/A (members/directors) Licensed professionals only
Filing Required? No (optional trade name) No (optional registration) ✅ Yes (written contract filed with SoS) ✅ Yes (application with SoS) ✅ Yes (Articles of Organization + Initial Report) ✅ Yes (Articles + Initial Report) ✅ Yes (Articles of Incorporation) ✅ Yes (Articles of Incorporation) ✅ Yes (Articles of Incorporation) ✅ Yes (Articles per profession)
Formation Fee $0 (SoS) $0 (if unregistered) Varies (contract filing) $125 $100 $100 $105 $105 Varies $105+
Annual Maintenance None None (if unregistered) Varies $125 annual renewal $30 annual report $30 annual report $30 annual report $30 annual report + benefit report $10 annual report $30 annual report
Best Use Cases Solo consultants, freelancers, minimal risk Small partnerships, low-formality needs Real estate, oil/gas, passive investors + active GP Law firms, accounting firms, professional groups Most small/mid-sized businesses, real estate Social enterprises, impact investing, PRIs VC-backed startups, going public, equity financing Mission-driven businesses balancing profit & impact Charities, foundations, advocacy groups Licensed professionals (lawyers, doctors, CPAs, etc.)

Unincorporated Entities – Partnerships Under Louisiana Civil Law

Sole Proprietorship

A sole proprietorship is not a separate juridical person under Louisiana law; it's simply an individual doing business under their own name or a trade name.

Key Features

  • No filing required with Louisiana SoS to "create" the entity
  • Optional trade name registration (parish clerk of court)
  • Full personal liability for all business debts
  • Tax treatment: Schedule C on personal return

Best For

  • Solo consultants and freelancers
  • Low-risk service businesses
  • Testing a business idea before formalizing
  • Situations where liability exposure is minimal
⚠️ No Liability Protection: Sole proprietors are personally liable for all business debts, torts, and obligations. If your business has any liability risk (employees, physical premises, professional services), consider an LLC or corporation.

General Partnership (Civil Code Art. 2801)

Civil Code Art. 2801: A partnership is a juridical person, distinct from its partners, created by a contract between two or more persons to combine their efforts or resources in determined proportions and to collaborate at mutual risk for their common profit or commercial benefit.

🎓 Civil Law Terminology: Louisiana's partnership definition differs from common law states. The partnership is a juridical person (a legal entity separate from its partners), but partners still have joint and several liability for partnership obligations.

Formation & Registration

Governance & Liability

🚨 Joint & Several Liability: Each partner is a mandatary (agent) of the partnership for matters in the ordinary course of business. Partners are jointly and severally liable for partnership debts and obligations. One partner's actions can bind the entire partnership and expose all partners to personal liability.

Profit & Loss Allocation

Default rule: Equal split among partners unless the contract specifies otherwise (Civil Code Art. 2804).

Tax Treatment

Federal tax: Pass-through entity (Form 1065); partners report their distributive share on personal returns (Schedule K-1).

✅ When to Use General Partnership

  • Small professional services firms (if LLP/LLC not preferred)
  • Family businesses with high trust between partners
  • Simple collaborations where formality is minimal
  • When all partners are actively involved in management

❌ When to Avoid General Partnership

  • Any significant liability risk (use LLC or corporation)
  • When you want passive investors (use LP or LLC)
  • Professional practices where LLP provides better protection
  • Situations requiring equity financing (VCs prefer corps)

Partnership in Commendam (Louisiana Limited Partnership)

🎓 Civil Law Concept: Louisiana's partnership in commendam is the civilian equivalent of a limited partnership. The term "commendam" comes from medieval Italian commenda partnerships, where passive investors ("commendators") contributed capital while active partners managed the business.

Civil Code Art. 2837: A partnership in commendam is formed by a contract by which one or more persons obligate themselves as general partners and one or more other persons obligate themselves solely as contributors of capital (partners in commendam).

Structure

Formation Requirements (Critical for Limited Liability)

🚨 Filing Required for Limited Liability: To obtain limited liability for partners in commendam, you MUST:
  • Execute written contract specifying the partnership structure, capital contributions, and roles
  • File the contract with Louisiana Secretary of State
  • Use compliant name: Name must clearly identify it as a limited partnership or partnership in commendam and must not imply that a limited partner is a general partner

Until filed, partners in commendam are liable as general partners.

Limited Partner Control Restrictions

Limited partners cannot participate in control of the business without risking general partner liability. However, Louisiana law provides an extensive "safe harbor" list of actions that do not constitute control:

Liability Cap & Clawback

A partner in commendam's liability is capped at their agreed capital contribution, but if they receive distributions that render the partnership insolvent, those distributions may be clawed back to satisfy partnership creditors.

Tax Treatment

Federal tax: Pass-through (Form 1065). General partners and limited partners report their distributive share on personal returns.

✅ When to Use Partnership in Commendam

  • Real estate investments: Passive investors fund deals managed by active GP
  • Oil & gas ventures: Working interests (GP) + royalty/limited interests
  • Private equity/VC funds: Fund managers (GP) + investors (LPs)
  • Family investment structures: Senior generation as GP, junior as LPs

❌ When to Avoid Partnership in Commendam

  • All partners want limited liability (use LLC instead)
  • Frequent changes in ownership (LLC is more flexible)
  • Professional practices (LLP or PLLC typically better)
  • When simplicity/low formality is a priority

Registered Limited Liability Partnership (LLP)

A general partnership can become a Registered Limited Liability Partnership (LLP) under R.S. 9:3432 et seq. by filing an application with Louisiana SoS.

Formation

Liability Protection

✅ LLP Liability Shield: Partners in an LLP are NOT personally liable for partnership obligations arising from errors, omissions, negligence, incompetence, or malfeasance of another partner or employee. Each partner remains liable for their own acts/omissions.

Governance & Tax

An LLP remains a partnership under Civil Code Art. 2801; all partnership provisions still apply (management, profit-sharing, fiduciary duties, etc.).

Tax treatment: Pass-through (Form 1065); same as general partnership.

✅ When to Use LLP

  • Law firms: Lawyers want protection from other partners' malpractice
  • Accounting firms: CPAs shielded from co-partner negligence
  • Architecture/engineering firms: Professional liability isolation
  • Consulting practices: Multi-partner professional services

❌ When to Avoid LLP

  • Solo practitioners (no need for multi-partner shield; use LLC or PC)
  • Businesses with significant non-professional liability (real estate, manufacturing)
  • When annual renewal burden is unattractive (LLC has annual report but no "renewal" concept)
⚠️ Annual Renewal Required: LLP registration is only valid for one year at a time. Failure to file annual renewal ($125) results in loss of LLP status and reversion to general partnership liability.

Limited Liability Companies – LLC, L3C & PLLC

Louisiana LLC (R.S. 12:1301 et seq.)

Definition (R.S. 12:1302): "Limited liability company" means an unincorporated association having one or more members organized under this Chapter. An LLC is not an incorporated association or corporation.

Formation

Louisiana LLCs are formed by filing Articles of Organization and Initial Report with the Louisiana Secretary of State (geauxBIZ portal).

Requirement Details
Filing Articles of Organization + Initial Report
State fee $100 (plus small portal convenience fee if filing online)
Name requirement Must contain "limited liability company," "L.L.C.," or "L.C." (except L3Cs)
Registered agent Required; must have Louisiana street address
Initial Report Functions as first annual report; filed simultaneously with Articles

Annual Maintenance

Governance

Louisiana LLCs can be:

Governance is defined in the Operating Agreement (not filed with state; kept internally).

Liability Shield (R.S. 12:1320)

✅ Limited Liability: Members and managers are NOT personally liable for LLC debts, obligations, or liabilities solely by reason of being a member or manager. Personal liability arises only from:
  • Personal guarantees or torts committed by the individual
  • Veil-piercing (alter ego, fraud, undercapitalization – Louisiana Supreme Court has outlined factors)

Tax Treatment

LLC Type Default Federal Tax Can Elect
Single-member LLC Disregarded entity (Schedule C on owner's return) C-corp or S-corp (Form 8832 or 2553)
Multi-member LLC Partnership (Form 1065, K-1s to members) C-corp or S-corp

✅ When to Choose LLC

  • Real estate holding: LLCs are standard for rental properties
  • Small/mid-sized businesses: Simpler governance than corporation
  • Pass-through tax desired: Avoid double taxation
  • Flexible profit allocation: Can allocate profits disproportionately to ownership %
  • Operating businesses: Retail, service, consulting, etc.

❌ When to Avoid LLC

  • Venture capital funding: VCs strongly prefer C-corps
  • Going public: Must convert to corporation for IPO
  • Employee stock options: Stock options work better in corps
  • Certain professions: Some licensing boards require PC/PLLC or restrict LLC use

Low-Profit Limited Liability Company (L3C)

Louisiana authorizes low-profit LLCs (L3Cs) – a specialized LLC structure for social enterprises.

🌱 L3C Concept: An L3C is organized primarily for a charitable or social purpose, with profit as a subordinate objective. The L3C was designed to facilitate program-related investments (PRIs) by foundations, though federal tax law has not given L3Cs special PRI treatment.

Formation

Tax Treatment

⚠️ No Special Federal Tax Status: L3Cs are taxed identically to regular LLCs under federal law (pass-through by default; may elect C-corp). The IRS has not granted L3Cs any special tax treatment or automatic PRI qualification.

Governance & Compliance

L3Cs operate under the same Louisiana LLC law (Title 12, Ch. 22) as regular LLCs. The L3C designation is primarily a signaling mechanism to impact investors and foundations.

✅ When to Use L3C

  • Social enterprises: Mission-driven businesses seeking impact investment
  • Foundation PRIs: Want to attract foundation program-related investments
  • Hybrid models: Balancing charitable mission with earned revenue
  • Impact branding: L3C name signals social purpose to stakeholders

❌ When to Avoid L3C

  • Pure charitable work: Use 501(c)(3) nonprofit instead
  • Profit maximization: Use regular LLC or corporation
  • VC funding: VCs typically won't invest in L3Cs (mission constraints)
  • No PRI need: If not seeking foundation PRIs, regular LLC is simpler

Professional Limited Liability Companies (PLLC)

Louisiana allows professional LLCs for certain licensed professions. For example, R.S. 12:982.1 defines professional LLCs for dentistry and ties them into professional regulation.

Key Points

PC vs PLLC: Some professions (law, medicine, dentistry, accounting) can choose between professional corporation (PC) or professional LLC (PLLC). PLLCs offer LLC flexibility with pass-through tax default; PCs offer corporate structure with S-corp or C-corp tax. Consult your licensing board and tax advisor.

Louisiana Corporations – BCA, Benefit Corps & Nonprofits

Business Corporations Under the BCA (R.S. 12:1-101 – 1-1705)

Louisiana adopted a modern Business Corporation Act (BCA) effective January 1, 2015, which substantially tracks the Model Business Corporation Act (MBCA).

Formation

Requirement Details
Filing Articles of Incorporation
State fee ≈$105 (online filing via geauxBIZ)
Name requirement Must contain "corporation," "incorporated," "company," "limited," or abbreviation (Corp., Inc., Co., Ltd.)
Registered agent Required; must have Louisiana street address
Shares Must specify authorized shares in Articles

Annual Maintenance

Governance (MBCA-Based)

Louisiana's BCA provides a comprehensive corporate governance framework:

Shareholder Rights & Remedies

✅ Strong MBCA Protections:
  • Dissenter/appraisal rights (R.S. 12:1-1301 et seq.): Shareholders dissenting from major transactions (mergers, asset sales, etc.) can demand fair value for their shares
  • Oppression remedies: Oppressed shareholders may seek judicial dissolution, buyout, or other relief
  • Derivative actions: Shareholders can sue on behalf of corporation for breach of fiduciary duty by directors/officers

Tax Treatment

Tax Election How It Works
C-Corporation (default) Entity-level tax on corporate income (federal 21% + Louisiana corporate tax); dividends taxed again to shareholders (double taxation)
S-Corporation (election) Pass-through tax (no entity-level tax; income flows to shareholders on K-1); must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock)

✅ When to Choose Corporation

  • Venture capital funding: VCs require C-corps (preferred stock, option pools, etc.)
  • Going public (IPO): Must be a corporation
  • Employee stock options: ISOs and stock option plans work better in corps
  • Retained earnings: C-corp structure allows accumulating earnings without pass-through tax to owners
  • International operations: Corporations have well-established cross-border tax and legal frameworks

❌ When to Avoid Corporation

  • Pass-through tax desired: LLC is simpler for pass-through (S-corp has eligibility restrictions)
  • Flexible profit allocation: LLCs can allocate profits disproportionately; corps cannot
  • Minimal formality preference: Corporations require board meetings, bylaws, minutes, resolutions
  • Real estate holding: LLCs are standard for rental properties (avoid double taxation on appreciation)

Benefit Corporations (R.S. 12:1801–1824)

Louisiana has a dedicated Benefit Corporation statute for businesses that want to balance profit with public benefit.

🌱 Benefit Corporation Definition: A "benefit corporation" is a business corporation that has elected to be subject to the Benefit Corporation Chapter and has not terminated that status. A benefit corporation must have a corporate purpose of creating general public benefit (material positive impact on society and environment), in addition to any specific purposes under the BCA.

Formation & Election

Key Requirements

1. General Public Benefit Purpose

Corporate purpose must include creating general public benefit – a material positive impact on society and the environment.

May also identify one or more specific public benefits (e.g., environmental protection, human health, economic opportunity).

2. Stakeholder Consideration Duty

Directors must consider the effects of decisions on:

  • Shareholders
  • Employees
  • Customers
  • Community and society
  • Environment
  • Long-term interests of corporation

3. Benefit Report

Must prepare an annual benefit report assessing the corporation's overall social and environmental performance against a third-party standard (e.g., B Lab's B Impact Assessment).

Report must be delivered to shareholders and may be made publicly available.

4. Benefit Enforcement Proceeding

Shareholders have the right to bring a "benefit enforcement proceeding" to enforce the benefit corporation's purpose and duties.

This gives shareholders a remedy if directors ignore the social mission.

Tax Treatment

⚠️ No Special Tax Treatment: Benefit corporations are taxed identically to regular corporations (C-corp or S-corp election). The benefit corporation election does not confer nonprofit or tax-exempt status.

✅ When to Choose Benefit Corporation

  • Mission-driven businesses: Want legal protection for stakeholder-oriented decisions
  • Impact investors: Seeking capital from investors who require benefit corporation or B Corp certification
  • Branding/marketing: Benefit corporation status signals commitment to social/environmental mission
  • Long-term mission lock: Benefit status survives ownership changes (e.g., acquisition)

❌ When to Avoid Benefit Corporation

  • Profit maximization focus: Benefit duties may conflict with short-term profit goals
  • Traditional VC funding: Some VCs hesitate due to stakeholder duties
  • Benefit report burden: Annual reporting against third-party standard is time-consuming
  • Charitable mission only: Use 501(c)(3) nonprofit instead

Nonprofit Corporations (R.S. 12:201 et seq.)

Louisiana nonprofits are governed by the Nonprofit Corporation Law (R.S. 12:201 et seq.).

Formation

Annual Maintenance

Federal Tax-Exempt Status

State vs Federal: Forming a Louisiana nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
  • File IRS Form 1023 (501(c)(3) application) or Form 1024 (other exemptions)
  • Meet IRS requirements for charitable/exempt purposes, governance, and operations
  • Obtain IRS determination letter confirming exemption

Governance

Nonprofits are typically governed by a board of directors (not shareholders). Some nonprofits have voting members who elect the board (similar to shareholder structure).

✅ When to Choose Nonprofit Corporation

  • Charitable mission: Exclusively charitable, educational, religious, or scientific purpose
  • Tax-deductible donations: Want donors to get tax deductions (requires 501(c)(3))
  • Grant funding: Most foundation grants require 501(c)(3) status
  • No profit distribution: No owners/shareholders; all revenue reinvested in mission

❌ When to Avoid Nonprofit Corporation

  • Owner profits: Nonprofits cannot distribute profits to members/directors
  • Hybrid earned revenue + mission: Consider L3C or benefit corporation instead
  • Political campaigns: 501(c)(3)s cannot engage in political campaign activity (use 501(c)(4) or for-profit)
  • Equity investors: Cannot issue stock/equity; use for-profit structure

Professional Entities – PCs & PLLCs

Louisiana law authorizes professional corporations (PCs) and, for some professions, professional limited liability companies (PLLCs) for licensed professionals.

⚠️ Licensing Board Oversight: Each profession's regulatory board (Louisiana State Bar, Louisiana State Board of Medical Examiners, Board of Dentistry, State Board of CPAs, etc.) has specific rules on entity structure, ownership, control, and professional liability insurance. Always consult your licensing board before forming a professional entity.

Professional Law Corporations (R.S. 12:801–816)

Purpose & Ownership

Formation

Liability

🚨 No Malpractice Shield: A professional law corporation does not shield individual attorneys from personal liability for their own malpractice or negligence. The PC limits liability for other attorneys' malpractice and for general business debts, but each attorney remains personally liable for their own professional acts.

Professional Medical Corporations (R.S. 12:901–915)

Purpose & Ownership

Formation & Compliance

Professional Dental Corporations & PLLCs (R.S. 12:981–995)

PC vs PLLC Option

R.S. 12:982.1 explicitly authorizes professional limited liability companies for dentistry, in addition to professional corporations.

Ownership & Governance

Professional Accounting Corporations (R.S. 12:1011–1025)

Purpose & Ownership

Formation & Compliance

Professional Chiropractic Corporations (R.S. 12:1051–1060)

Purpose & Ownership

Professional Entity Comparison Matrix

Profession PC Available? PLLC Available? Statute Licensing Board
Law ✅ Yes ⚠️ Check Bar rules R.S. 12:801–816 Louisiana State Bar
Medicine / Podiatry ✅ Yes ⚠️ Check Board rules R.S. 12:901–915 LA State Board of Medical Examiners
Dentistry ✅ Yes ✅ Yes (R.S. 12:982.1) R.S. 12:981–995 LA State Board of Dentistry
Accounting / CPA ✅ Yes ⚠️ Check Board rules R.S. 12:1011–1025 LA State Board of CPAs
Chiropractic ✅ Yes ⚠️ Check Board rules R.S. 12:1051–1060 LA Board of Chiropractic Examiners
Other professions Consult Title 12 and licensing board for your specific profession

PC vs PLLC vs LLP – Which to Choose?

Factor Professional Corporation (PC) Professional LLC (PLLC) LLP
Structure Corporation (BCA) LLC (Ch. 22) Partnership (Civil Code + Title 9)
Tax default C-corp (can elect S-corp) Pass-through (can elect C-corp/S-corp) Pass-through (partnership)
Governance formality High (board, bylaws, minutes, etc.) Medium (operating agreement) Low (partnership agreement)
Annual maintenance $30 annual report $30 annual report $125 annual renewal
Liability shield Yes (except own malpractice) Yes (except own malpractice) Yes (except own malpractice)
Best for Traditional professional firms; S-corp tax planning Modern professional firms; pass-through simplicity Law/accounting firms; partnership culture

Special Purpose Entities

Educational Cooperatives (Title 17)

Louisiana law authorizes educational cooperatives under Title 17 (Education) for schools and educational institutions.

Purpose

Powers (R.S. 17:2804)

Educational cooperatives have the power to:

Conversion (R.S. 17:2817)

Louisiana law allows conversion of educational corporations into cooperatives under specified procedures.

Best for: School districts, charter schools, colleges, and educational consortiums seeking cooperative governance and resource sharing.

Industrial or Economic Development Corporations (R.S. 12:951–972)

Louisiana authorizes industrial or economic development corporations to promote industrial and economic development within the state.

Purpose

Formation & Governance

Powers

Development corporations have tailored powers to:

Best for: Local governments, economic development agencies, and public-private partnerships focused on job creation, infrastructure development, and regional economic growth.

When to Use Special Purpose Entities

✅ Educational Cooperatives

  • School district consortiums
  • Charter school collaboratives
  • College/university joint programs
  • Regional educational service agencies

✅ Development Corporations

  • Industrial park development
  • Downtown revitalization projects
  • Business incubators and accelerators
  • Workforce development initiatives

Federal Compliance – CTA/BOI & Real Estate AML

Corporate Transparency Act (CTA) & Beneficial Ownership Information (BOI)

✅ Major Update (March 26, 2025): FinCEN issued an interim final rule that removed BOI reporting requirements for all U.S. companies and U.S. persons under the Corporate Transparency Act.
  • Domestic Louisiana entities (LLCs, corporations, partnerships formed in Louisiana): NO BOI reporting required as of March 26, 2025
  • This is a massive simplification for Louisiana businesses – you no longer need to file beneficial ownership reports with FinCEN

Foreign Reporting Companies (Still Subject to BOI)

⚠️ Foreign entities registered in Louisiana: Entities formed under foreign law (e.g., Canadian corporation, Cayman Islands LLC) that register to do business in Louisiana are still BOI reporting companies unless they qualify for a statutory exemption.

BOI Deadlines for Foreign Reporting Companies

Registration Timing BOI Filing Deadline
Already registered before March 26, 2025 April 25, 2025
Register on or after March 26, 2025 30 days after registration becomes effective

CTA Exemptions (Foreign Entities)

Foreign entities may qualify for exemptions if they meet criteria such as:

CTA/BOI Summary by Entity Type

Entity Type BOI Reporting Required?
Louisiana LLC (domestic) ❌ No (exempt as of March 26, 2025)
Louisiana Corporation (domestic) ❌ No (exempt as of March 26, 2025)
Louisiana General Partnership (domestic) ❌ No (exempt as of March 26, 2025)
Louisiana Partnership in Commendam (domestic) ❌ No (exempt as of March 26, 2025)
Louisiana LLP (domestic) ❌ No (exempt as of March 26, 2025)
Foreign entity registered to do business in Louisiana ✅ Yes (unless exempt)

FinCEN Real Estate Anti-Money Laundering (AML) Rule

Separate from CTA/BOI, FinCEN has issued a Residential Real Estate Rule targeting non-financed ("all-cash") transfers of residential real estate to legal entities or trusts.

Key Points:
  • Effective date: Final rule issued Aug 29, 2024; reporting requirement effective December 1, 2025
  • Trigger: Applies when a legal entity or trust purchases residential real estate with cash or private financing (no institutional mortgage)
  • Reporting person: Title/settlement agent or attorney handling the closing must file a Real Estate Report with FinCEN, disclosing beneficial ownership information
  • Exempt transactions: Direct purchases by individuals (not entities) are outside the rule
⚠️ For Louisiana LLCs buying residential real estate: If your Louisiana LLC purchases residential property for cash (or private financing with no institutional mortgage), the closing agent will be required to file a Real Estate Report with FinCEN starting December 1, 2025. This is separate from BOI reporting under the CTA (which no longer applies to domestic LLCs).

Louisiana Annual Reports & State Compliance

Regardless of federal CTA/BOI status, all Louisiana entities must maintain state compliance:

Entity Type Annual Report Required? Fee Due Date
LLC (for-profit) ✅ Yes $30 Anniversary of formation
L3C ✅ Yes $30 Anniversary of formation
Corporation (for-profit) ✅ Yes $30 Anniversary of formation
Benefit Corporation ✅ Yes + Benefit Report $30 Anniversary of formation
Nonprofit Corporation ✅ Yes $10 Anniversary of formation
LLP ✅ Annual Renewal $125 Anniversary of registration
General Partnership (unregistered) ❌ No N/A N/A
Partnership in Commendam ⚠️ Check SoS requirements Varies Varies
🚨 Failure to File Annual Reports: Louisiana SoS will administratively dissolve or revoke LLCs, corporations, and LLPs that fail to file annual reports or renewals. Reinstatement requires back fees, penalties, and compliance filings. Keep your annual reports current to maintain good standing.

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