How to Move an LLC to Louisiana

An out-of-state LLC can change its state of organization to Louisiana through statutory conversion. Louisiana conversion is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that converts to Louisiana becomes a Louisiana LLC governed by the Louisiana Limited Liability Company Law (La. Stat. Ann. tit. 12, Sections 1301 through 1369).

The LLC is otherwise the same business entity before and after the conversion process. Whether the conversion can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name domestication for the legal procedure that changes an LLC’s state of organization, also called its domicile. In some of those states, the same statutory process can change an LLC’s domicile or change its entity type. Louisiana has two distinct procedures for LLCs.

A Louisiana conversion changes a company’s domicile only. A domestic entity conversion changes a Louisiana business from one entity form to another. For example, a Louisiana corporation might convert to an LLC. This article deals with conversions that change an out-of-state LLC into a Louisiana LLC by changing its state of organization.

Why Business Owners Move LLCs to Louisiana

A Louisiana LLC conversion may make sense if a business owner moves to Louisiana or if the owners prefer to have Louisiana law govern the company. An owner might transfer an LLC to Louisiana for any of the following reasons:

• Convenience. Owners who move to Louisiana may find that it is more convenient for the LLC to be primarily governed by the jurisdiction where the owners live. Dealing with state offices is often easier closer to home.
• Reduced reporting. An LLC typically must file annual reports in its domicile state and in any other states where it is registered to do business as a foreign LLC. A business that operates mostly in Louisiana but is domiciled in a different state may reduce its annual reporting by converting into a Louisiana LLC. Louisiana’s annual reporting fee is only $30.00, so a change of domicile to Louisiana may also result in lower filing fees.
• Professional hiring. An LLC owner often must hire attorneys, accountants, or other professionals to complete projects for the company. A business owner who lives in Louisiana can find nearby professionals with expertise in Louisiana law with little difficulty. Establishing relationships with professionals in the same community allows for in-person meetings and can help with networking.
• Tax savings. A state’s right to tax an LLC requires a sufficient connection, or taxable nexus, between the state and the company. An out-of-state LLC that changes its state of organization to Louisiana may avoid taxation by its former state if the change removes the taxable nexus. Limiting the number of states that can tax a business often results in a lower overall tax burden for the LLC.
• State incentives. Louisiana offers several tax credits and rebates for businesses that employ Louisiana workers and for construction or expansion of facilities in Louisiana. A business might want to switch to Louisiana if these state-level incentives would help the company.

Louisiana LLC Conversion Requirements

Louisiana LLC conversion under La. Stat. Ann. Section 12:1308.3(A) is not available for every out-of-state LLC. An LLC converting to Louisiana must comply with both Louisiana law and the current state’s law. Louisiana law controls the process and documents filed in Louisiana and determines the conversion’s legal effects.

The current state’s law governs whether the LLC can convert to Louisiana (the state must authorize conversion), the content of the written plan of conversion if required, the standard under which the LLC’s members or managers must approve the plan of conversion, and the effective date for the conversion.

Eligibility for Louisiana LLC Conversion

An LLC considering conversion to Louisiana must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC conversions. Not all states do. The current state may call the process conversion, domestication, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent conversion to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Louisiana lets LLCs engage in the company’s field of business. Louisiana generally allows LLCs to engage in any lawful business except insurance. Some states prohibit LLCs from providing professional services, which are services that require a license or comparable authorization.

Louisiana recognizes professional limited liability companies (PLLCs) that provide professional services. Professional companies are subject to additional legal requirements. An out-of-state LLC must also confirm that its area of business is lawful in Louisiana in general.

Low-profit LLCs must meet additional requirements. Louisiana law includes specific requirements for low-profit LLCs; they must have a charitable or educational purpose within the meaning of federal tax law, and not a political or legislative purpose.

Required Documents for Louisiana LLC Conversion

The Louisiana LLC conversion process involves preparing and adopting several conversion documents that must satisfy both states’ requirements. The conversion documents memorialize the terms of the conversion and control the company when the conversion takes effect.

• Plan of Conversion. A Plan of Conversion designed to comply with the requirements of both Louisiana law and the law of the state that the LLC is moving from.
• Request for Conversion. The Louisiana Request for Conversion of the State of Organization for filing with the Louisiana Secretary of State. This document is signed by the required parties and can be electronically signed.
• Articles of Organization. The Louisiana Articles of Organization for filing with the Louisiana Secretary of State. The Articles of Organization must be accompanied by the LLC’s Initial Report with Agent’s Affidavit and Acknowledgment of Acceptance. These documents can be electronically signed and filed.
• Conversion Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, or a similar term.
• Louisiana Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Louisiana LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Louisiana organizational documents as the LLC’s governing documents.

The LLC also completes several administrative tasks to implement the conversion.

• conducting a preliminary name search with the Louisiana Secretary of State to determine whether the LLC’s name is available in Louisiana (if the name is unavailable
• a slight name change may be required); obtaining signatures on the Request for Conversion; obtaining signatures on the Articles of Organization and Initial Report (with the registered agent’s signature on the Agent’s Affidavit); filing the Request for Conversion with the Louisiana Secretary of State’s office; filing the Articles of Organization with the Louisiana Secretary of State’s office;
• filing conversion documents with the Secretary of State or equivalent agency for the state that the LLC is moving from

Cost of Moving an LLC to Louisiana

The documents and filings described above require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the Louisiana Secretary of State charges a $100.00 filing fee for the Request for Conversion of the State of Organization. A converting LLC’s current state will also charge filing fees for that state’s version of the conversion document. Most states charge a lower filing fee for a domestic LLC converting out of the state than for an out-of-state LLC converting into the state.

Registered Agent Requirements for Louisiana LLC

Louisiana law requires every LLC to have a registered office in Louisiana and to name a registered agent. The registered agent is a person who has official authority to accept service of process and other important communications on behalf of the LLC.

An LLC’s registered agent must be a Louisiana resident individual or a business entity with authority to do business in Louisiana, an organizational document that allows the entity to act as an LLC’s registered agent, and a certificate on file with the Louisiana Secretary of State that names at least two individuals at the entity’s Louisiana address who are authorized to receive service of process as an agent.

Most adult individuals who live in Louisiana, including an LLC’s member or manager, are eligible to serve as an LLC’s registered agent. However, a registered agent’s name and address are public information easily obtainable from the Louisiana Secretary of State’s website. For that reason, LLCs often opt to hire commercial registered agents to protect member privacy.

A commercial registered agent is a service that charges an annual fee to act as a business’s registered agent. Along with protecting privacy, commercial registered agents also help keep official communications consistent and organized. The fee is relatively low, typically $50.00 to $150.00 per year in Louisiana, so hiring a commercial registered agent is a good decision for many LLCs.

Processing Time for Louisiana LLC Conversion Filings

A Louisiana LLC conversion proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to prepare the conversion documents, the owners’ time to review and sign the draft documents or request revisions, the service provider’s time to file the final conversion documents with state agencies, and the state agencies’ time to process the filed documents.

After receiving the filing fees and reviewing the conversion documents, the Louisiana Secretary of State’s office will either issue a certificate of conversion that confirms the LLC’s move to Louisiana or inform the filer of any problems with the request for conversion. The Louisiana Secretary of State’s office typically processes conversion documents within a few business days.

The conversion becomes effective upon receipt of the certificate of conversion from the Louisiana Secretary of State (and after compliance, as applicable, with the laws of the other state). In-person filers can request same-day or 24-hour processing for an extra fee of $50.00 or $30.00, respectively. For a detailed breakdown of each phase in the conversion timeline, see our guide to LLC domestication.

Legal Effect of Louisiana LLC Conversion

Louisiana LLC conversion allows an LLC formed in another state to transfer to Louisiana without disrupting its business. The conversion becomes legally effective when the Louisiana Secretary of State’s office approves the conversion documents and issues a certificate of conversion. The legal effects of a completed conversion are outlined in Louisiana law as follows:

• Company existence. A converting LLC continues to exist as the same entity without interruption during and after conversion. It has the same transactional history and keeps using the same EIN (Employer Identification Number) and other tax identification numbers.
• Governance. The converted LLC is a Louisiana LLC governed by Louisiana law under the Louisiana Limited Liability Company Law. It is no longer organized in the former state. The LLC’s new Louisiana articles of organization and operating agreement take effect and control the company’s internal affairs going forward.
• Company assets. The LLC retains all the same property rights and interests throughout a conversion. The Louisiana LLC holds title to any real estate that the out-of-state LLC held, with no need to sign deeds, asset assignments, or other transfer documents.
• Company liabilities. Any debts, taxes, and obligations owed by the out-of-state LLC are owed by the Louisiana LLC after the conversion. The conversion process does not interfere with or disturb creditors’ liens or other rights, if any.
• Contracts. The company’s contracts remain valid and enforceable throughout a conversion. The Louisiana LLC has the same contractual rights, duties, and obligations that the out-of-state LLC had before the conversion.
• Legal cases. Conversion does not interfere with legal cases or administrative proceedings involving the LLC or an LLC member or manager acting in that capacity. Cases move forward as they would absent the conversion, and there is no need to substitute the Louisiana LLC as a new party.
• Ownership interests. Conversion of an out-of-state LLC’s state of organization to Louisiana ordinarily has no effect on ownership interests in the company. Interests in the out-of-state LLC become interests in the Louisiana LLC in the same proportions unless members decide differently in a plan of conversion. If members choose to treat ownership interests differently, the interests convert as described in the plan of conversion when the conversion process becomes legally effective.
• No dissolution. Conversion does not formally terminate the LLC in the original state. Dissolution, liquidation, and winding up affairs are unnecessary. Conversion does not trigger contractual rights that take effect in the event of dissolution, liquidation, or winding up. Filings in the original state are limited to the equivalent of the conversion document for the original state. Registration as a foreign LLC in the original state is optional. The company can register as a foreign LLC in the original state if it will still do business there, but it does not have to.

Moving an LLC Out of Louisiana

Louisiana permits outbound LLC conversion under La. Stat. Ann. Section 12:1308.3(A). A Louisiana LLC can convert its state of organization to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Louisiana Outbound Conversion Requirements

A Louisiana LLC that converts to another state must file a Request for Conversion of State of Organization with the Louisiana Secretary of State’s office.

The outbound filing must include the following information.

• the LLC’s name; the full names and municipal addresses of the LLC’s current manager(s) (if manager-managed) or the LLC’s current members (if member-managed); a statement that the Louisiana LLC is converting its state of organization from Louisiana to another named state and is continuing its existence under the laws of such other named state; a statement that a majority of the members (or a larger vote if the operating agreement requires) has approved the conversion of the state of organization; the manner and basis of converting members’ interests in the LLC into members’ interests in the LLC after conversion; and a statement that the LLC
• in changing its state of organization
• has complied with the laws and requirements of Louisiana
• the new state of organization

Within 30 days of filing a request for conversion of state of organization, a Louisiana LLC converting its state of organization to another state must file with the Louisiana Secretary of State’s office a certified copy of the certificate of conversion (or equivalent document) issued by the new state’s secretary of state or equivalent office. The destination state will require its own formation and conversion documents.

Filing Fees for Moving an LLC from Louisiana

The Louisiana Secretary of State charges a filing fee of $100.00 for an outbound Request for Conversion of State of Organization. The destination state will charge separate filing fees for its formation and conversion documents.

Louisiana LLC Laws That Apply After the Move

The Louisiana Limited Liability Company Law (La. Stat. Ann. Sections 12:1301 through 12:1369) imposes ongoing requirements on all domestic LLCs, including those formed through conversion from another state. An LLC that converts to Louisiana becomes subject to these obligations immediately upon effectiveness of the conversion.

Louisiana Annual Report and Compliance Requirements

Louisiana requires domestic LLCs to file an Annual Report with the Louisiana Secretary of State. The filing is due on or before the anniversary date of the LLC’s organization or qualification. The filing fee is $30.00.

This relatively low reporting requirement and fee structure is one advantage of converting to Louisiana, as it may reduce the burden of annual compliance filings common in other states. An LLC that converts to Louisiana and no longer has to file in the original state will avoid the time and expense of annual filings elsewhere.

Louisiana LLC Operating Agreement Requirements

Louisiana refers to an LLC’s internal governance document as an “Operating Agreement” under La. Stat. Ann. Section 12:1301(A)(16). The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document.

Louisiana Member and Manager Protections

Louisiana law provides important protections for LLC members and managers. The Louisiana Limited Liability Company Law codifies fiduciary duties owed by members and managers to the company and to other members. These duties include a duty of care and a duty of loyalty.

Louisiana law also provides that operating agreements can modify or even eliminate these duties to some extent. Additionally, Louisiana law allows members to take a charging order against a member’s membership interest in the LLC; creditors can use this remedy to satisfy a judgment against a member.

Alternatives to Louisiana LLC Conversion

When conversion is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Louisiana LLC and merging the out-of-state LLC into it, with the Louisiana LLC as the surviving entity.

The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. The Louisiana Secretary of State charges a filing fee of $100.00 for the merger filing, in addition to the $100.00 formation fee for the new Louisiana LLC. For a detailed explanation of how the reorganization process works, see our guide to LLC reorganization.

For a state-by-state comparison of LLC conversion and domestication laws across all states, see our guide to LLC domestication and conversion by state.