The Louisiana Form R-6135: Validating Ownership in the SBIR/STTR Tax Credit Transfer Ecosystem
The Louisiana Form R-6135 is the official Credit Registration Form issued by the Louisiana Department of Revenue (LDR), serving as the definitive administrative proof of ownership for certified transferable tax credits.1 This registration is the administrative prerequisite that validates the legal transfer of highly valuable tax incentives earned by Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) participants under the Louisiana Research and Development (R&D) Tax Credit Program.2
A detailed analysis of the form’s function reveals its critical role in regulatory compliance, asset liquidity, and tax audit defense. The R-6135 is issued only after the LDR has completed its verification and recording process, confirming that the transfer transaction complies with the strict requirements established under Louisiana Revised Statute (LRS) 47:6015 and the LDR’s administrative guidance, primarily Revenue Information Bulletin (RIB) 14-005.
II. The Louisiana R&D Tax Credit Landscape: Legislative Framework and Asset Definition
The Louisiana R&D Tax Credit is designed to encourage existing businesses with operating facilities in the state to establish or continue research and development activities, providing a tax credit of up to 30% on qualified research expenditures (QREs) incurred within Louisiana.3
The Legislative Mandate (LRS R.S. 47:6015)
The statute finds and declares that the state’s welfare is dependent upon the continued encouragement, development, growth, and expansion of the private sector, specifically through R&D activities.4 Eligibility for the core R&D credit is tiered based on the size of the employer, affecting the percentage calculation applied to QREs exceeding the base amount 5:
- Companies with fewer than 50 employees receive the most generous rate at 30% of the excess QREs.5
- Companies employing 50 to 99 persons receive 10%.5
- Companies employing 100 or more persons receive 5%.5
The SBIR/STTR Exception: Defining the Transferable Asset
While the primary R&D tax credit is generally non-refundable and non-transferable 6, Louisiana provides a crucial carve-out designed to enhance financial liquidity for high-growth startups. The law grants an additional tax credit specifically for taxpayers who receive federal Small Business Innovation Research (SBIR) or Small Business Technology Transfer (STTR) grants or contracts.5
This transferable credit is equal to 30% of the federal award received during the tax year.5 By making only the SBIR/STTR component transferable, the state strategically leverages the intensive due diligence already performed by federal granting agencies. Companies securing these competitive federal awards have already undergone rigorous technical and financial scrutiny, which significantly reduces the administrative and audit risk for the state while maximizing the liquidity of the incentive for the most promising early-stage enterprises.
Administration, Certification, and Expenditure Verification
All credit applicants must apply to the Louisiana Economic Development (LED) for certification.9 For SBIR/STTR applicants, the state simplifies the certification process: an Expenditure Verification Report (EVR) is generally not required for SBIR/STTR applicants with fewer than fifty employees, provided they are applying for the federal programs or filing federal Form 6765.4 Because the SBIR/STTR credit is calculated directly based on the verified federal award amount, the state streamlines the administrative process, ensuring quicker certification and entry into the Registry for the transferable asset.
III. Definitive Analysis of Form R-6135: The Credit Registration Form
The LDR identifies R-6135 as the official Credit Registration Form or the Credit Utilization Form.1 Its role is strictly administrative, serving as the official record of the credit’s balance and legal owner.
R-6135: The Official Proof of Ownership Document
The R-6135 acts as the formal ledger entry for the state. It contains the essential LDR State Certification Number that uniquely identifies the batch of credits in the state’s tax system.1 This document is the tangible evidence that the certified credit has been reviewed, recorded, and officially assigned by the state to a specific entity. For a buyer (transferee) of an SBIR/STTR credit, receiving the R-6135 issued in their name is the only definitive confirmation that the credit has been legally transferred and is valid for utilization.
Issuance and Function within the Tax Credit Registry
Transferable tax credits granted after January 1, 2014, must be tracked and recorded in the Louisiana Tax Credit Registry.2 The R-6135 is intrinsically linked to this registry:
- A taxpayer executes a credit transfer agreement (the sale).
- The transferor submits the required notification package to LDR (details in Section IV).
- LDR reviews the package, verifies the original credit, and updates the Registry.
- LDR then issues a new R-6135 to the transferee as the new owner of the credit.2
The recording process is paramount; a transfer is legally ineffective until it is recorded in the Registry.2 The issuance of R-6135 is the final administrative action signifying that the registration process is complete, legally assigning the credit balance to the buyer.
Utilization and Reporting by the Transferee
When a transferee utilizes the acquired credit to offset their state income or franchise tax liability, they must claim the amount using the specific R&D credit code, 252.11 Crucially, the R-6135 issued to the transferee must accompany the tax return. The transferee may also be required to submit the R-6135 alongside the Transferable Credit Payment Voucher (R-6170) when claiming or applying the credit.2
IV. Statutory Compliance: Mandatory Notification Requirements for Transfer
Adherence to LRS 47:6015 is necessary for a transfer to be recognized by the LDR. The statute mandates highly specific, detailed disclosure from the transferor (seller) to ensure a complete audit trail.4
Dissecting the Required Transfer Documentation (LRS 47:6015(I))
The documentation submitted to LDR must fulfill eight specific requirements, designed to provide a comprehensive financial and identity profile of the transaction. The notification requires meticulous detail regarding the pre- and post-transfer balances to prevent double-claiming and ensure consistent records between the parties and the state.4
Table 1: Key Transfer Notification Requirements (LRS 47:6015)
| Required Data Point | Purpose |
| Transferor’s Tax Credit Balance Prior to Transfer | Verifies the maximum authorized balance available for transfer |
| Copy of LED Tax Credit Certification Letter | Proof of credit authenticity and initial LED authorization |
| Transferor’s Remaining Tax Credit Balance After Transfer | Documents the residual balance retained by the seller (if partial transfer) |
| All Tax Identification Numbers (Transferor and Transferee) | Formal identification and tracking of all transactional parties |
| Date of the Transfer | Establishes the official start date for the critical 10-business day LDR notification timeline |
| Amount Transferred | The gross value of the credit being sold or assigned |
| Copy of the Credit Certificate (R-6135 copy) | Official LDR documentation validating the credit source and original ownership |
| Price Paid by Transferee to the Transferor | Market transparency and economic impact assessment for LDR |
The statutory requirement to report the price paid by the transferee to the transferor 4 is a powerful regulatory mechanism. By capturing the market discount rate, the LDR can accurately assess the true cost of the economic subsidy provided by the state, which is vital for calculating the program’s Return on Investment (ROI) and informing future legislative decisions.13
V. LDR Administrative Guidance: Processing and Critical Timelines
Compliance failures are most frequently associated with missing the LDR’s procedural deadlines, which are governed by Revenue Information Bulletin (RIB) 14-005.
The 10-Business Day Notification Rule: Compliance Criticality
LDR guidance establishes a rigid notification window: the credit owner (Transferor) must submit the completed Credit Utilization Form (R-6140), a copy of the Credit Registration Form (R-6135), and the applicable transfer fee to LDR within ten (10) days of the transfer.2
The “Date of the Transfer” 4 legally initiates this clock. Failure to adhere to the 10-day rule places the transfer at risk of disallowance, as the transfer cannot become effective until the state successfully records the event.2 This requirement enforces timely regulatory oversight, ensuring the state’s tracking mechanisms remain current.
Transfer Completion Deadline
The market window for these assets is also constrained by the tax calendar. LDR requires that all transferable credits must be transferred by the original due date of the tax return.10 This deadline necessitates careful planning to ensure the transaction is executed and the administrative processing is completed in time for the transferee to utilize the credit in the relevant tax year.
VI. Utilizing Related LDR Forms in the Transfer Ecosystem
A complete transfer involves a suite of LDR forms that work in concert with the R-6135.
Form R-6140 (Credit Utilization Form)
R-6140 is the primary notification form used by the transferor (seller) to inform LDR of the utilization (sale or assignment) of the credit.2 Section 3 of R-6140 is designated for transferable credits and must be submitted along with the original R-6135 copy within the 10-day notification period.2
Form R-6145 (Authorization for Release of Information)
Form R-6145 authorizes an appointed individual, such as an accountant or lawyer, to receive the R-6135 document from LDR on the taxpayer’s behalf.1 This authorization is restricted to a one-time release and must be physically attached to the R-6140 authorizing the transfer.1 Due to the legal significance of the R-6135, LDR imposes strict signature requirements on R-6145, typically requiring an officer, designated representative, or partner to sign the document.1
The R-6155 (Record Owner Report)
For due diligence, especially by the buyer, the R-6155 is invaluable. This form, issued by the LDR upon written request, certifies the current credit balance recorded in the Registry as of the date of the report.2 Requesting the R-6155 is standard practice for sophisticated buyers, as it provides an independent, LDR-verified assurance that the credit being purchased is valid and available.
Table 2: Louisiana Tax Credit Administrative Forms: R-6135, R-6140, R-6145
| Form Number | Official LDR Designation | Primary User | Role in Transfer Process |
| R-6135 | Credit Registration Form / Credit Utilization Form (Issued by LDR) | Transferee (Buyer) | Official proof of credit ownership and balance. Issued by LDR after the transfer is recorded. |
| R-6140 | Credit Utilization Form | Transferor (Seller) | Authorizes the utilization (sale/transfer) of the credit. Must be submitted within 10 days of the transfer date. |
| R-6145 | Authorization for Release of Information | Taxpayer/Transferor | Authorizes a third-party appointee to receive the R-6135 documentation from LDR. |
| R-6155 | Record Owner Report (Issued by LDR) | Owner/Due Diligence Party | Provides formal, LDR-verified balance and certification number prior to transaction execution. |
VII. Detailed Compliance Example: An SBIR Phase II Credit Transfer
To solidify the administrative requirements, consider the following example detailing a compliant transfer transaction focused on the SBIR/STTR exception.
Scenario Setup: Calculating the Transferable Credit
TechStart Innovations, a small Louisiana firm, receives a $450,000 federal SBIR Phase I contract on May 1, 2024. The firm is eligible for an additional, transferable Louisiana R&D credit equal to 30% of the award amount.5
Calculation: Transferable credit = $0.30 \times \$450,000 = \$135,000$.
The Transaction Timeline and Compliance Deadlines
- Certification and Initial R-6135: (July 15, 2024) LED certifies the $135,000 credit, and LDR issues the initial R-6135 to TechStart Innovations.
- Sale Execution (Start of Clock): (September 5, 2024) TechStart executes a definitive agreement to sell the entire $135,000 credit to Gulf Coast Energy Corp. for $125,000 (approximately a 7.4% discount). September 5th is the Date of the Transfer.4
- Transferor Notification Deadline: TechStart Innovations must submit the complete notification package to LDR by September 19, 2024 (10 business days later). This package includes:
- Completed Form R-6140, Section 3, detailing the utilization through transfer.
- A copy of the original R-6135.
- Statutory information: $135,000 transferred; $0 remaining balance; tax identification numbers for both parties; the $125,000 price paid.4
- The transfer processing fee.
- LDR Recording and New R-6135 Issuance: (October 8, 2024) LDR verifies the submission, records the transfer into the Registry, and subsequently mails a new R-6135 (Credit Registration Form) to Gulf Coast Energy Corp., officially confirming them as the legal owner of the $135,000 balance.2
- Transferee Utilization: Gulf Coast Energy Corp. files its calendar-year tax return. It claims the $135,000 R&D tax credit (Code 252) and must attach the R-6135 issued to it on October 8, 2024, to validate the claim.
VIII. Strategic Implications and Risk Mitigation
The Louisiana R&D tax credit transfer system creates a vital avenue for non-dilutive financing for startups. However, this hinges entirely on the administrative compliance of the transfer process, centralized around the issuance and use of Form R-6135.
Risk Mitigation: Ensuring Legal Recognition
The receipt of the R-6135 issued by the LDR in the buyer’s name is the only verifiable confirmation that the transaction has been recorded, eliminating the primary risk for transferees: purchasing a credit that is not effectively recognized by the state.2
For both sellers and buyers, it is essential never to confuse the executed sales agreement with the act of registration. The 10-business day deadline for submitting the complete R-6140 package is mandatory for the registration to commence. Failure to meet this procedural timeline could jeopardize the registration process and delay or negate the issuance of the new R-6135, thereby invalidating the credit for the buyer. Meticulous adherence to LDR guidance, including utilizing Form R-6155 during due diligence and ensuring the timely filing of R-6140, is the foundation of a successful and auditable transfer.
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What is the R&D Tax Credit?
The Research & Experimentation Tax Credit (or R&D Tax Credit), is a general business tax credit under Internal Revenue Code section 41 for companies that incur research and development (R&D) costs in the United States. The credits are a tax incentive for performing qualified research in the United States, resulting in a credit to a tax return. For the first three years of R&D claims, 6% of the total qualified research expenses (QRE) form the gross credit. In the 4th year of claims and beyond, a base amount is calculated, and an adjusted expense line is multiplied times 14%. Click here to learn more.
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