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Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer STATE OF LOUISIANA PROFESSIONAL CORPORATION Control Number: LA-00INC2 PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF LOUISIANA Electronic Version Statutory Reference Louisiana Revised Statutes, Title 12: Corporations and Associations Introduction and Law Summary Regulation by Louisiana State Board of Examiners A professional corporation shall be subject to the discipline of the Louisi ana State Board of Examiners for the subject profession, and to its authority to adopt rules and re gulations governing the practice of the profession. Corporate authority A professional corporation shall engage in the business of the practice of the chosen profession and may engage in any business not in conflict with such business a ctivity. It may hold, own, lease, or otherwise deal in property for investment or in connection with its professional pra ctice. Corporate name The corporate name may consist of the full or last name or names of one or more shareholders duly licensed to practice the profession in Louisiana, may include "Lim ited" or "Ltd."; or it may consist of any other name approved by the secretary of state. Howev er, in either case the name shall end with one of the phrases: "A Professional Corporation", or similar p hrasing referencing the name of the profession, for example “A Professional Architectural Corporati on.” (For naming conventions for all professions, see the Chapter detailing provisions for your profession in Title 12.) The name need not contain "Incorporated" or "Inc." but suc h use shall not be prohibited. Directors – Majority of Directors to be State-Licensed Professionals A. The number and qualifications of directors shall be determined by a maj ority vote of the shareholders. B. A majority of the board of directors, if more than two, shall be natural persons, duly licensed to practice the profession in Louisiana. C. Corporations having fewer than three directors shall have at least one director who is a natural person, duly licensed to practice the profession in Louisiana. D. Corporations having fewer than three directors shall have at least one director who is a natural person, duly licensed to practice the profession in Louisiana. Officers There shall be a president, a secretary and such other officers as the s hareholders may elect. If there is only one shareholder, all offices may be combined in his person. Liability of incorporators, subscribers, shareholders, directors, officers, and agents A. A subscriber to or holder of shares of a professional corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefore, and said obligation shall continue whether or not his rights or shares have been assigned or transferred. B. A shareholder shall not be personally liable for any debt or liability of the corporation. C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, offi cer, or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty, or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him. Shares – Only common shares in Professional Corporation A. There shall be only one class of shares of professional corporations, den ominated common shares which shall be either with or without par value. B. A majority of the outstanding shares of a professional corporation shall be held by one or more natural persons duly licensed to practice in this state, holding his shares in his own ri ght. C. The requirement of (B) may be met if such shares are held or owned by a holding company, a majority of the stock of which is owned by one or more natural persons duly licensed to practice in this state, and the holding company is the direct owner of the st ock of such professional corporation. Shareholders' agreements A. Any lawful provision regulating the affairs of a professional corporat ion or the rights and liabilities of its shareholders, which is not required to be set forth in t he articles of incorporation, may be set forth in an agreement among all of the shareholders. Certificate of stock Each certificate of stock shall contain reference to any and all agreements among the corporation's shareholders. Corporate name; reservation of name See below, in Instructions section regarding Board of Examiners. If the corporation seeking issuance of a certificate of incorporation in t his state includes in its name a word or words referencing the profession, the secretary of state sha ll require, prior to issuance of the certificate of incorporation, satisfactory evidence t hat written notice of such application for a certificate of incorporation has been delivered to the S tate Board of Examiners for the profession, in writing, not less than ten days prior to the date of issuance of the certificate of incorporation. If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive director or any member of t he State Board of Examiners for the profession waiving the requirements of this Paragraph, the secreta ry of state shall be authorized to proceed immediately with the processing of such application. Articles of incorporation A. The articles shall be written in the English language, and shal l be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by one of the persons who signed the art icles, or may instea d be executed by authentic act. B. The articles shall set forth: (1) The name of the corporation. (2) In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations ma y be formed under this Chapter. (3) The duration of the corporation, if other than perpetual. (4) The aggregate number of shares which the corporation shall have authority to issue. (5) If the shares are to consist of one class only, the par value of e ach share or a statement that all of the shares are without par value. (There shall be only one class of shares of professional corporations, denominated common shares which shall be either with or without par value.) … (6) [omitted, regarding different classes of stock] … (7) The full name and post office address of each incorporator. (8) The taxpayer identification number of the corporation. The failure to inc lude the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles. Filing and recording articles and initial report; issuance and effect of certificate of incorporation; commencement of corporate existence A.(1) The articles shall be filed with the secretary of state, tog ether with the initial report prescribed by §101. A notarized affidavit of acknowledgment and acceptance signed by the registered agent, if not included on the initial report, shall be att ached to the articles of incorporation and initial report. (2) If the first directors are not named in the initial report, a supplement al report, setting forth their names and addresses and signed by each incorporator or his agent or by a ny shareholder, shall be filed with the secretary of state, and filed for record as prov ided in Subsection D of this Section, as soon as they have been selected. (3) The articles and initial report may be delivered to the secretary of state in advance, for filing as of any specified date and, if specified upon such delivery, as o f any given time on such date, within thirty days after the date of delivery. B. If the secretary of state finds that the articles and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles and the initial report in his office , endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation that shall show the date and, if endorsed on the articles, the hour of filing of the art icles with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfe it, or vacate a corporation's franchise, the certificate of incorporation shall be only pri ma facie evidence of due incorporation. C. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were s o filed within five days (exclusive of legal holidays) after acknowledgment thereof or execution thereof as a n authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution. D. A multiple original of the articles, or a copy certified by the Secretary of State, with a copy of the certificate of incorporation, and a multiple original of the initial report, or a copy certified by the Secretary of State, shall, within thirty days after filing of the articles with the Secretary of State, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. E.(1) If the corporation contracts with the state, a statement acknowledging such contra ct shall be filed with the secretary of state and shall include the names and addresses of all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counter-letter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or execut ed by authentic act. (2) This Subsection does not apply to: (a) Any agreement entered between the state and a corporation for electric or gas ser vice. (b) Publicly traded corporations. (c) State chartered banks. Initial report The initial report to be filed shall be signed by each incorporator, or by his agent duly authorized by a document attached to the report, and shall set forth: (1) The location and municipal address, if any, (not a post office box only ) of the corporatio n's registered office; (2) The full name and municipal address, if any, (not a post office box only) of each of its registered agents; and (3) The names and municipal addresses, if any, (not a post office box only) of the first directors, if they have been selected when the articles are filed with the secretary of state. Condition precedent to beginning business – beginning paid-in capital paid in full if such amount is stated in articles. A corporation formed under this Chapter shall not incur any debts or begin the tra nsaction of any business, except business incidental to its organization, or to the obt aining of subscriptions to, or payment for, its shares, until the amount of paid-in capital wit h which it will begin business, if stated in the articles, has been paid in full. * * * Forms List The following forms are available for download with this package.  LA -NAMERESV: Application for Reservation of Entity Name  LA -00INCP : Articles of Incorporation  LA -PC -TL: Sample Transmittal Letter  LA -PC -OM: Sample Organizational Minutes  LA -PC -BL : Sample Bylaws  US -IRS- SS-4: Application for Federal Tax Identification Number & Instructions  US -IRS-2553 : Election of “S” Corporation Status & Instructions  LA -PC -AM : Sample Annual Minutes  LA -PC -CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are locat ed on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a t ypewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” creat ed using Microsoft Word. “Form fields” facili tate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the sepa ration agr eement complete the gray shaded areas and also make any other changes or addit ions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields , if present, will become visible. If there are no form fields, just type into the document, underlini ng if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the f ields. If you need to make any changes in the body of the form, it is necessary for you “unl ock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters wi thout the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Louisia na is controlled, generally, by the statutory mandates set out in the statutes note d above, in statutes applicable to your profession, and by the rules and regulations established by the Louisiana Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rule s or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: LA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have sel ected is not available, the Articles of Incorporation will be rejected and re turned to you. Detailed instructions are included with the form. However, please note that the form does not include instructions for the naming conventions for professional corporations . You must use professional corporation naming conventions as described in the Law Summary, above: The corporate name may consist of the full or last name or names of one or more shareholders duly licensed to practice the profession in Louisiana, may include "Limited" or "Ltd."; or it may consist of any other name approved by the secretary of state. However, in either case the name shall end with one of the phrases: "A Professional Corporation", or similar phrasing referencing the name of the profession, for example “A Professional Architectural Corporation.” (For naming conventions for all professions, see the Chapter detailing provisions for your profession i n Title 12.) The name need not contain "Incorporated" or "Inc." but such use shall not be prohibited. Step 2: Please call the Internal Revenue Service at (901) 546-3920 for inform ation to obtain a corporate federal tax identification number prior to incorporati on. If directed to use IRS form SS-4, we have included this form in this package as a supplemental form. See Supplemental Form: US-IRS- SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS IMPORTANT: Please note that IRS form SS-4 is targeted at firms that are already incorporated. The State of Louisiana is unusual in that (unlike mos t other states) it asks for a federal tax ID number PRIOR TO incorporation. L ouisiana suggests you call the IRS number above. Please note that the Louisi ana Revised Statutes, Title 12, §24, state that, “Failure to include the taxpaye r identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles.” So it may be possible to file first, THE N obtain the federal tax identification number and forward to the Corporations Division. If you want to try this, we suggest you first call the Corporations Division and inquire into the matter. They may be reached at (504) 925-4704. Step 3: Apply to your profession’s governing Board of Examiners for registration. Contact your Board to obtain an application for registration. Upon receipt of this application and fee, the corporation will be authorized to practice in the state of Louisiana (unless the application is disapproved). The Board must approve your application and communicate this approval to the Corporations Division prior to their receiving your Articles of Incorporation. Call the Board to clarify these procedures and to ask how long this will take. Do not mail in your Articles of Incorporation prior to the completion of this process. IMPORTANT : Though not needed for actually starting your business, please note that you must RENEW your registration with the Board on a yearly basis, prior to June 30. Contact your Board for information regarding renewal. Step 4: See FORM: LA-00INCP ARTICLES OF INCORPORATION, TRANSMITTAL INFORMATION FORM & INITIAL REPORT Detailed instructions are included with these forms. SPECIAL NOTE #1: The articles must be accompanied by an Initial Report. SPECIAL NOTE #2: Upon filing with THE Secretary of State, you will rece ive a certified copy of the Articles and a Certificate of Incorporation. Within thirty (30) days after filing the Articles of Incorporation with the Secretary of State's office, a multiple original of the Articles and the Initial Report (or a copy of each certified by the Secretary of State), and a copy of the Certificate of Incorporation must be filed with the office of the recorder of mortgages i n the parish where the corporation's registered office is located. Step 4: Mail the Transmittal Information Form, an original and one copy of the Article s of Incorporation and the Original and one copy of the Initial Report with the filing fee to: Secretary of State Corporations Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (504) 925-4704 A cover letter to send with ARTICLES OF INCORPORATION is included. See FORM: LA-PC -TL SAMPLE TRANSMITTAL LETTER Step 5: Upon return of the Articles of Incorporation, conduct an Initial meeti ng at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: LA -PC -OM SAMPLE ORGANIZATIONAL MINUTES See FORM: LA-PC -BL SAMPLE BY-LAWS Step 6: If you elect Subchapter S status so that the corporation incom e and losses will pass to the shareholders, complete and file form 2553 with the Internal Re venue Service. It is important that this form be filed timely or the c orporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: LA-PC -AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sampl e Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: LA-PC -CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRE SS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY , NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS , INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PRO FITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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