Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in Washington and you are looking to open a second location in Louisiana, you may need to complete a foreign qualification in Louisiana before you can expand there.
What happens if I fail to foreign qualify before doing business in Louisiana?
Foreign qualifying is essentially asking permission to do business in the state of Louisiana. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Louisiana yields consequences that are far costlier than registering in the first place. If you fail to foreign qualify, your business:
- Will be banned from presenting any judicial request in a Louisiana court
- Will be liable for all fees and LLC taxes it would have paid during its time in Louisiana had it been properly registered. This includes any late fees that apply.
Those fees can really add up, especially the late fees, and going without any legal footing in the state can be dangerous. So, it’s best not to mess around and foreign qualify as soon as you begin transacting business in Louisiana.
If caught doing unauthorized business, you will still retain some of your rights within the state. Your contracts will still be valid, and you’ll still be allowed to defend an action or proceeding in Louisiana court.
Louisiana State Legislature RS 12:1354 has all the details if you need more information.
What is considered “doing business” in Louisiana?
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Louisiana? The state’s laws are fairly quiet on the specifics. However, we know from other state and tax laws that you are considered to be “doing business” in most states and required to foreign qualify if:
- Your LLC owns and/or runs offices, warehouses, or stores, or has any other type of physical presence within the state.
- Your LLC has salespeople, agents, or other representatives conducting business on its behalf in the state.
Louisiana also has a franchise tax for corporations and other qualifying businesses. If your LLC is organized and taxed like a C corporation or S corporation, it will be subject to this and other taxes. By foreign qualifying, you’re also letting the state know so they can apply the necessary taxes. If you don’t end up paying these taxes, you’ll likely run into some pretty severe penalties down the road. Learn more about possible business taxes on the Louisiana Department of Revenue site. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.
If you’re unsure whether or not you need to file for a foreign qualification in Louisiana, we suggest seeking legal counsel.
Could I be exempt from foreign qualifying in Louisiana?
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Louisiana. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
- Maintaining or defending an action or lawsuit in Louisiana court
- Any activities solely related to internal affairs, like meetings of managers or LLC members
- Having a business bank account in the state
- Having offices for the transfer or exchange of the LLC’s own securities
- Soliciting and/or procuring orders that are completed outside the state before becoming contracts
- Creating debt, mortgages, or liens
- Transacting business in interstate or foreign commerce
- A single isolated transaction, taking place within 30 days, not in line with other business transactions
- Acquiring or disposing of property (not part of regular business activity)
Louisiana state law has more information on these exemptions (RS 12:302). After reviewing the full list, if you find your only Louisiana business activities present, congratulations! You’re likely exempt from foreign qualifying. However, considering the penalties involved, it’s best to seek legal counsel if you’re at all unsure.
How to Foreign Qualify Your LLC in Louisiana
Foreign qualification in Louisiana is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Louisiana, you’ll need to file an “Application for Authority to Transact Business in Louisiana” either on paper or online.
The first step in any Louisiana LLC formation is applying for a name reservation. Check out our guide on how to reserve an LLC name in the state.
To finish the foreign qualification process as quickly as possible, you’re better off filing online. Take a digital stroll over to the geauxBIZ portal to get started. Once you sign in to your account, you’ll need to find the correct form. Fortunately, the site can help you out. This video walkthrough will give you the information you need to complete the form.
If you’d like to avoid the online system, trusty postal mail is also an option. Download and complete the “Application for Authority” form, then mail it to:
Secretary of State Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125
Live near Baton Rouge? You can drop it off in person instead. Just go to:
8585 Archives Ave.
Baton Rouge, Louisiana 70809
But don’t send the form by itself! Louisiana also requires a Certificate of Good Standing from the state where the LLC was formed. Contact your home state government to obtain one.
All filing methods cost a $150 fee. Be sure to include a check, made payable to “Secretary of State,” with all mailed or hand-delivered forms. For online filings, you’ll be prompted to input your credit/debit card information as part of the online form.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification and you’re embarking on another chapter in the life of your business.
Name Requirements to Remember
When applying for your required name reservation, remember to follow Louisiana’s LLC name guidelines. State law dictates that your LLC name must:
- Use the words “limited liability company,” the abbreviation “L.L.C.,” or the abbreviation “L.C.”
- Not contain terms that would be misleading as to the LLC’s purpose
- Not use terms that indicate government affiliation
- Not contain words/phrases that “comprise immoral, deceptive, or scandalous matter”
- Be available and distinguishable on the Secretary of State records. Perform a Louisiana LLC name search to make sure the name you want is available.
Find a more detailed list of requirements here.
Should I hire a service to file my Louisiana foreign LLC?
Considering all the work that goes into expanding your business to a new state, you’ve likely got a lot on your plate. Rather than trying to juggle everything yourself, you can bring on an individual or company to help you secure your LLC’s Louisiana foreign qualification.
For example, business attorneys understand all the legal nuances involved, providing peace of mind that the job will get done correctly. But if you go this route, be sure you have the budget for it. Lawyer fees for Louisiana foreign LLC qualifications can be a prohibitively expensive option for businesses operating on tight budgets.
If you’re operating on a limited budget, but still want to have your Louisiana foreign LLC professionally registered, go with an online business service provider. There are plenty of reputable companies that can help you out with Louisiana foreign qualifications, but here are a couple of our favorites:
- MyCompanyWorks ($99): MyCompanyWorks is one of the only service providers offering foreign qualifications for less than $100. This company receives excellent customer reviews and has a great track record of success, making it a smart choice for a wide range of entrepreneurs.
- IncFile ($149): IncFile offers a free LLC formation service that we have always appreciated, and its pricing for foreign qualifications is a reasonable $149. IncFile has the best customer feedback reputation in the industry, with tens of thousands of positive reviews available online.
- Northwest Registered Agent ($225): Northwest is more of a premium service, with the best customer support in the industry, in our opinion. They also include a year of their namesake registered agent service with every foreign qualification. There’s a reason Northwest is our #1 pick among the best registered agent services!
Frequently Asked Questions
When Is the Best Time to Foreign Qualify an LLC?
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a state where you don’t have permission to do so.
How Long Does It Take Louisiana to Process a Foreign Qualification?
You’ll typically need to wait roughly 2-3 days for Louisiana to process an online foreign qualification, or 2-3 weeks for one submitted on a paper form. If you opt for walk-in service, you can pay an extra $50 to have it processed immediately or $30 to get 24-hour service.
Where Can I Learn More About the Louisiana LLC Licensing and Permitting Requirements?
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with Louisiana state law. For more information about business licenses in this state, check out Louisiana’s convenient business licensing portal.
Do I Need to File an Annual Report for My Foreign LLC in Louisiana?
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a Louisiana LLC annual report.
What Is the Total Expected Cost of Operating an LLC in Louisiana?
The overall costs of operating a Louisiana LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
Should I Use an LLC Service, Hire an Attorney, or Foreign Qualify My Own LLC?
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
How Do Online LLC Services Work?
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your Louisiana registered agent.
The service then registers your Application for Authority with the state to qualify your LLC to do business in Louisiana.
Are LLC Service Websites Legit?
Absolutely. There are quite a few reputable companies offering LLC formation service and foreign qualifications these days, including the two options we discussed earlier: MyCompanyWorks and IncFile.
In fact, while we certainly have our opinions about which ones offer the best pricing and features, every one of the incorporation services we discuss on this website is entirely legitimate and trustworthy.
Need to save time?
Let’s face it, there’s never enough time in the day, especially when you’re running a company. And properly registering your LLC in Louisiana involves research and time, time that you could be using to continue growing your business.
If the thought of paperwork, fees, and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to foreign qualify your business. Services like Northwest ensure that your forms are filed correctly and on time, potentially saving you thousands of dollars in penalties, not to mention a bunch of time and stress.