Louisiana LLC Operating Agreement
The Louisiana LLC Operating Agreement is the core document that is referred to when issues
concerning a Louisiana limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Louisiana LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Louisiana.
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Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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agreement tailored to the needs of your business.
If you don’t want
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Louisiana LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Louisiana will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Louisiana
Limited Liability Company
LLC Filing Office
Louisiana
Secretary of State
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804
Tel: 225-925-4704
www.sos.louisiana.gov/comm/corp/corp-index.htm
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Entity or Franchise
Level Tax
Louisiana
does not require partnerships, LLCs taxable as partnerships,
or disregarded single-member LLCs to pay a general net worth
tax or a tax based on net income.
State LLC Act
The
Louisiana LLC Law is contained in Chapter 22, Title 12 of
the Louisiana Statutes
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
No
statutory rule exists for the admission of new members. Unless otherwise stated in the Operating Agreement,
the admission of a transferee as a member must be approved
by unanimous written consent of the non-transferring members.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, a majority
of the members is required to amend the Articles of Organization
or the Operating Agreement.
Dissolution
Unless
otherwise provided in the Operating Agreement, the approval
of a majority of members is required to voluntarily dissolve
the LLC, sell all its assets, or approve a loan not in the
ordinary course of business.
Transaction Benefiting Manager or
Member
A
contract or transaction that personally benefits a manager
or member can be approved by a majority of disinterested
members after full disclosure is made.
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LLC OPERATING AGREEMENT IN MINUTES
