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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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
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
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.
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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