Learn How to Form an Louisiana Nonprofit Corporation

Have you ever wanted to help a friend? Neighbor? Stranger? Do you have an idea of how to improve your community but aren’t sure where to start? Perhaps, starting a Louisiana nonprofit corporation is the answer. True, it can be complicated. The requirements for nonprofit formation in Louisiana are different from other states. This overview can help you get through the necessary steps.

Step 1: Select the initial directors

The directors of your nonprofit corporation are the people who set the rules for your organization. These initial directors are your organization’s Board of Directors while it is first forming. They set the rules that future board members will have to follow.

To start a nonprofit corporation in Louisiana, you need a minimum of three initial directors. One exception is if it’s a membership nonprofit with only one or two members. In that situation, you need to have the same number of directors as members. Some other requirements for directors of a nonprofit include:

• The directors should not be related to each other.
• Term limits should be between 1 and 5 years.
• There aren’t any residency requirements or membership requirements. You can have a director who lives in another state or who isn’t a member of the organization.
• The director must be a natural person, so you can’t assign a company or other entity to be a director.

Step 2: Choose a name

Louisiana has a lot of specific naming restrictions for nonprofit corporations registered in the state. You can’t use specific words related to banking, charitable giving, and financial activities. Section 204 and 204.1 of Louisiana Nonprofit Corporation Law list all the naming restrictions.

Once you choose a name, search the state database to make sure the name you want is available. You might also want to check for available domain names and register those using ZenBusiness’s domain name service.

Sometimes you come up with the perfect name but aren’t ready to file with the state. To prevent someone else from taking your name until you are ready to file, reserve the business name with the state.

Step 3: Choose a Louisiana registered agent

A registered agent is the person who receives legal notices (such as notices of lawsuits) as well as official mail sent from the Secretary of State to your Louisiana nonprofit corporation.

You can be your own registered agent, but it’s usually more convenient to use a registered agent service. A registered agent must have a business address to get notices from the Secretary of State during regular business hours. If you do it yourself, you need to commit to being there during those office hours. ZenBusiness’s registered agent service makes sure there’s someone at a specified business address to get those necessary documents and pass them along to you.

Step 4: File your Articles of Incorporation with the Louisiana Secretary of State Office

Your Articles of Incorporation application must meet specific requirements. It should:

• List your nonprofit corporation’s name and purpose
• State the filing date
• Include all required signatures
• Be notarized, including the notaries phone number and include their notary number or bar roller number
• Include the registered agent’s street address and name
• List the names and addresses of all directors
• Include the filing fee along with the application

You can file in-person, online, by fax, or by postal mail. If you file by mail, your Articles of Incorporation need a signed affidavit from your registered agent. You must also include the transmittal information form, which you can find on the printable document on the state website.

You also need to send in some other items along with the state-required paperwork that are required by the IRS to get tax-exempt status. These include:

• A statement of purpose for your nonprofit
• Statements saying that your nonprofit won’t participate in political activities that nonprofits aren’t allowed to do
• A statement of where your assets will go if your nonprofit is dissolved — most nonprofits give their assets to another nonprofit during dissolution

Step 5: File your initial report

Louisiana law requires you to submit an initial report within 90 days of incorporation. This initial report is the first version of your corporation’s annual report. You can file online or through the mail.

Step 6: File with the recorder of mortgages in your parish

Once you get back a certified copy of the Articles and a Certificate of Incorporation, you need to file them locally. File these records in the parish where you have a registered office.

Step 7: Create corporate bylaws

To run your nonprofit corporation efficiently, you need bylaws. These typically describe how you will elect officers, such as a CEO, and when board meetings will occur. You don’t need to file your bylaws with the state, but you should have them and abide by them to operate legally in Louisiana.

Step 8: Hold an organizational meeting for the board of directors

During this initial board meeting, the directors should:

• Approve the bylaws
• Appoint any officers for the nonprofit organization
• Approve any official business activities you need to get started

Step 9: Set up a way to keep track of official corporate records

You can create a physical corporate records binder to hold official documents. Another option is to upload all corporate records to a cloud server or other digital platform. You want everything easily accessible for future reference.

Step 10: Get your employer identification number

If you plan to hire employees or pay officers a salary, your nonprofit will need an employer identification number from the IRS. You also need this number for filing corporate taxes. ZenBusiness’s EIN service can help you acquire this number so you’re ready at tax time.

Step 11: Get your state tax information in order

To file Louisiana state taxes as a nonprofit corporation, you need a state tax ID number in addition to the IRS one. You may also need to establish state tax accounts.

Step 12: Apply for any necessary local licenses and permits

Cities, towns, and parishes in Louisiana may have a specific license and permit requirements. Some licenses and permits are at the federal or state level, and some are industry-specific. As an example, a business running charitable games of chance might need to register with the Office of Charitable Gaming. There’s no central database of local licensing requirements in Louisiana. Contact your local government agencies to determine which ones you need. ZenBusiness’s business license report service can generate a report listing them all.

Step 13: Apply for tax-exempt status

Nonprofit corporations typically don’t have to pay income tax, but you need to apply for this status at both the state and federal levels. To get the federal IRS tax-exempt status as a 501(c)(3) organization, you need to file IRS form 1023. Once you get your federal exemption, you can get the state exemption. Send the official IRS determination letter to the Louisiana State Department of Revenue for registration.

Step 14: Register as a charity with the state

If you plan to fundraise for your nonprofit, you may need to register as a charity with the Louisiana Department of Justice.

Step 15: Acquire insurance for your nonprofit

The types of insurance you need depend on your specific type of business. Some common insurance options you might want to look into include unemployment insurance, property insurance, and liability insurance. A qualified insurance agent can help you determine what types of insurance you may need.

Step 16: Open a bank account

You’ll need a bank account to conduct business as a nonprofit corporation in Louisiana. During their initial meeting, your Board of Directors can authorize specific individuals to open a bank account on behalf of the nonprofit.

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