Form a Partnership in Louisiana
Everything you need to know about forming a Partnership in Louisiana. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Partnership Name
Select a business name that complies with Louisiana naming rules. For a Limited Partnership, the name must include 'Limited Partnership' or 'L.P.' and be distinguishable from existing entities registered with the Louisiana Secretary of State.
30 minutes
Search Name Availability
Use the Louisiana Secretary of State's geauxBIZ online portal or the commercial database to verify your chosen name is available and not already in use by another registered entity in Louisiana.
15 minutes
Designate a Registered Agent
Appoint a registered agent with a physical Louisiana street address who will accept legal documents and official state correspondence on behalf of the partnership. The agent can be an individual or a registered commercial agent.
30 minutes
Draft a Partnership Agreement
Create a written partnership agreement outlining the roles, responsibilities, profit/loss sharing, and decision-making authority of each partner. While not legally required to be filed with the state, a partnership agreement is strongly recommended to govern internal operations.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the Secretary of State — For a Limited Partnership, file the Certificate of Limited Partnership (Form 364) with the Louisiana Secretary of State via the geauxBIZ portal or by mail, along with the $75 filing fee. General partnerships are not required to file but may register to establish a public record.
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost through the IRS website. An EIN is required for tax filings, opening a business bank account, and hiring employees.
- •Register for Louisiana State Taxes and Obtain Local Licenses — Register with the Louisiana Department of Revenue for applicable state taxes and obtain any required local business licenses or occupational permits from your parish or municipality. Check with your local government for specific requirements.
Advantages
- ✓Simple and inexpensive to form, especially for general partnerships which require no mandatory state filing in Louisiana
- ✓Pass-through taxation means partnership income is only taxed once at the individual partner level, avoiding double taxation
- ✓Flexible management structure with no requirement for a board of directors or formal officer positions
- ✓Partners can divide profits, losses, and responsibilities according to their own agreement without rigid statutory requirements
Considerations
- •General partners face unlimited personal liability for the debts, obligations, and legal judgments against the partnership
- •Lack of continuity of existence — a general partnership may dissolve upon the death, withdrawal, or bankruptcy of a partner unless the agreement provides otherwise
- •Limited partnerships require at least one general partner who retains full personal liability, which may be unattractive compared to an LLC structure
Annual Obligations
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