Louisiana Secretary of State Adopts New Rule For Domestic Entities in Certain Parishes and Foreign Entities

Effective January 1, 2018, the Louisiana Secretary of State will require domestic entities domiciled in Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa, and Terrebonne to file all available business documents online through is the Secretary of State’s official online portal for filing formation documents, amendments, annual reports, and other organizational filings.  Although online filing with the Secretary of State via has been an available alternative to filing in person or via U.S. mail for some time now, online filing will be the exclusive means of transmitting such documents to the Secretary of State for Louisiana businesses domiciled in the above-listed parishes beginning January 1, 2018.  According to the Secretary of State, this new rule will also apply to all foreign entities (i.e. entities domiciled outside of Louisiana) that are registered to do business in Louisiana, regardless of their principal places of business within Louisiana.  Online filing will remain optional for Louisiana entities domiciled in parishes other than the ones listed above.

In some instances, online filing may provide businesses with a more convenient option for filing documents with the Secretary of State.  But there is a tradeoff.  In an attempt to “streamline” the registration process for businesses in 2015, GeauxBiz integrated online filing capabilities for the Louisiana Department of Revenue and the Louisiana Workforce Commission with that of the Secretary of State.  The intention for this change was to provide business owners a “one-stop shop” for online filing; however, in practice, the change instead has complicated and protracted this process.  For instance, to form a business using GeauxBiz, the business owner must register for a federal tax identification number from the IRS and apply for an unemployment insurance tax account number before submitting the required formation documents to the Secretary of State.  Such ancillary filings may be wholly unnecessary in some instances, such as when forming a single-member LLC that will not employ anyone in its operation.  Additionally, in some instances, online filing requires the filer to provide personally identifiable information (e.g., Social Security numbers) for shareholders, members, officers, and/or managers which may prohibit same-day entity formation.  In light of the upcoming change, affected business owners who have not previously filed documents via GeauxBiz should familiarize themselves with the online portal and, where possible, anticipate complications.

Gordon Arata Montgomery Barnett has experience using GeauxBiz and would be happy to assist clients with their GeauxBiz filings.

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