Understanding Louisiana LLC Laws
The rules for starting and running a Louisiana limited liability company (LLC) are laid out by Louisiana's LLC laws.
In this guide, we offer simple explanations to Louisiana LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Louisiana LLC laws set out the requirements for forming an LLC. The State of Louisiana has created the geauxBIZ online portal and PDF Articles of Organization form to simplify the process.
Louisiana LLC Formation Statute
The following LLC formation statutes are from the Louisiana Limited Liability Company Law:
Section 1305. Articles of organization; initial report
A. The articles of organization shall be written in the English language and shall be executed by at least one person, who need not be a member or manager of the limited liability company. The articles of organization shall be acknowledged by the person or one of the persons who signed the articles of organization or may be executed by authentic act.
B. The articles of organization shall set forth the following:
(1) The name of the limited liability company.
(2) The purposes for which the limited liability company is formed or that its purpose is to engage in any lawful activity for which limited liability companies may be formed under this Chapter.
(3) Whether the company is a low-profit limited liability company.
C. The articles of organization may set forth the following:
(1) A statement of whether and to what extent there are limitations on the authority of members to bind the limited liability company or that such limitations are contained in a written operating agreement.
(2) A statement of whether and to what extent the limited liability company will be managed by managers.
(3) A statement regarding restrictions on the authority of managers or that such restrictions are contained in a written operating agreement.
(4) The latest date, if any, on which the limited liability company is to dissolve.
(5) A statement that persons dealing with the limited liability company may rely upon a certificate of one or more managers, members, or other certifying officials, whose names are included in the statement, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take the actions referred to in R.S. 12:1318(B), unless otherwise provided in the articles of organization.
(6) Any other provision, not inconsistent with law, that the members elect to set forth in the articles of organization.
D. It shall not be necessary to set forth in the articles of organization any of the powers enumerated in this Chapter.
E. The initial report shall be signed by each person who signed the articles of organization, or by his agent duly authorized by a document attached to the report, and shall set forth the following:
(1) The location and municipal address, if any, not a post office box only, of the limited liability company's registered office.
(2) The full name and municipal address, if any, not a post office box only, of each of its registered agents.
(3) A notarized affidavit of acknowledgment and acceptance signed by each of its registered agents.
(4) The names and municipal addresses, not a post office box only, of the first managers, if management of the limited liability company is vested in one or more managers, or the members, if management of the limited liability company is reserved to the members, and if, in either case, they have been selected when the articles of organization are filed with the secretary of state. If the initial managers, if management of the limited liability company is vested in one or more managers, or initial members, if management of the limited liability company is reserved to the members, are not named in the initial report, a supplementary report setting forth their names and addresses and signed by each person who signed the articles of organization shall be filed with the secretary of state as soon as they have been selected.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2010, No. 417, §1.
Start forming your LLC by reading our Best LLC Services review.
What This Means: Key Takeaways*
The Louisiana LLC statute provides the requirements for setting up (or forming) an LLC. The State of Louisiana offers online and hard copy LLC filing to meet these requirements.
Required Information for Louisiana LLC Formation:
- LLC’s name (Must meet Louisiana LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, Louisiana address, and signature of acceptance
- Notarization of both the articles of organization form and initial report if filing by mail
Optional Information for Louisiana LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute
- LLC organizers can make statements about management structure, but they don’t have to
- Dissolution date, if known.
Recommended: For help with completing the LLC formation forms, visit our Louisiana LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Louisiana LLC laws define the duties and appointment of the LLC registered agent.
Louisiana LLC Registered Agent Statute
The following registered agent statutes are from the Louisiana Limited Liability Company Law:
Section 1308. Registered office and registered agent
A. Each limited liability company shall continuously maintain:
(1) A registered office in this state.
(2) At least one registered agent who shall be one of the following:
(a) A citizen of the state who resides in this state.
(b) A partnership or professional law corporation, which is authorized to practice law in this state, or a domestic corporation, domestic limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a limited liability company for service of process and which has on file with the secretary of state a certificate setting forth the name of at least two individuals at its address in this state, each of whom is authorized to receive any process served upon it as such agent. Legal process and other notices or demands may be served on the limited liability company by service upon this agent and, if the agent is a partnership, upon any partner.
B. The location and post office address of the original registered office and the full name and post office address of the original registered agent shall be stated in the initial report as provided in R.S. 12:1305(E).
C.(1) After organization, a limited liability company may change its registered agent or registered office by filing for record with the secretary of state a statement authorizing the designation or change signed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members. Any change of registered agent shall be accompanied by a notarized affidavit of acknowledgment and acceptance signed by the new registered agent.
(2) A limited liability company may change the address of its registered agent by filing for record with the secretary of state a statement of the change signed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members.
(3) A change of a registered office or registered agent or address of the registered agent for a limited liability company under this Subsection shall be effective when the secretary of state accepts the statement for record.
D.(1) A registered agent may change his address in this state by filing for record with the secretary of state a statement of the change signed by him or on his behalf.
(2) The statement shall include the name of the limited liability company for which the change is effective and the new address of the registered agent.
(3) If the old and new addresses of the registered agent are the same as the old and new addresses of the registered office of the limited liability company, the statement may include a change of address of the registered office if:
(a) The registered agent notifies the limited liability company in writing.
(b) The statement recites that the registered agent has done so.
(4) The change of address of the registered agent or registered office is effective when the secretary of state accepts the statement for record.
E.(1) A registered agent may resign but such resignation shall be effective only by providing written notice to the limited liability company and the secretary of state. If the registered agent resigns, or for any other reason the limited liability company ceases to maintain a registered agent, a successor agent shall be appointed pursuant to Paragraph (C)(1) of this Section and the successor agent's address shall be filed pursuant to Paragraph (C)(2) of this Section, within thirty days of the resignation or other event which terminated the tenure of the former agent. Upon compliance with the provisions of this Section, the successor agent shall be vested with the powers of the agent succeeded.
(2) Repealed by Acts 2003, No. 367, §2.
F. The designation of a registered office shall remain effective until a change is made therein and notice of the change is filed in the manner hereinabove provided. However, if no statement of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the limited liability company itself. The registered office shall be considered the domicile of the limited liability company for all purposes.
G. The secretary of state may prescribe and furnish forms to file the notice of change and agent resignation.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2003, No. 367, §§1 and 2; Acts 2004, No. 543, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Louisiana registered agent must:
- Maintain a registered office in Louisiana (i.e., no P.O. boxes)
- Be an individual, a Louisiana corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Louisiana. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Louisiana LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Louisiana Limited Liability Company Law:
(16) "Operating agreement" means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Louisiana LLC laws set out the requirements for annual LLC reporting. The State of Louisiana has created the geauxBIZ annual report online portal to simplify the process.
Louisiana LLC Annual Report Statute
The following annual report statutes are from the Louisiana Limited Liability Company Law:
Section 1308.1. Annual report
A. On or before the anniversary date of organization of each limited liability company, a manager of the company, if its management is vested in one or more managers, or a member of the company, if its management is reserved to the members, shall file an annual report each year with the secretary of state, signed in the name of the limited liability company by the manager, member, or agent stating the following:
(1) The municipal address, which shall not be a post office box only, of its registered office.
(2) The name and municipal address, which shall not be a post office box only, of each of its registered agents.
(3) The name and municipal address, which shall not be a post office box only, of each manager, if management of the limited liability company is vested in one or more managers, or each member, if management of the limited liability company is reserved to the members.
B. The secretary of state may prescribe and furnish forms to file the annual report.
C. The provisions of this Section shall apply to any domestic limited liability company organized on or after July 7, 1992.
Acts 2001, No. 1186, §2; Acts 2003, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
What This Means: Key Takeaways*
You can file your Louisiana annual report online.
Your Louisiana LLC annual report must state the following information (and must be current as of the date of filing):
- The principal office’s street address
- The signature of one member or manager
- The registered agent’s name and street address of registered office
- The name, title, and address of all members/managers
- Any additional information the state might need
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.