Louisiana LLC Operating Agreement Template [PDF]

The Louisiana limited liability company (LLC) operating agreement is a legal document that provides details on each member’s contribution, rights, and duties within the company. This makes the cooperation between the members of the LLC more efficient, and it prevents potential disputes between them.

The LLC operating agreement, or business operating agreement, doesn’t have a strict form since the federal and state laws provide only a minimal framework for the operating agreement and leave it to the members of the company to regulate the operation of their company.

Is an Operating Agreement Required in Louisiana?

No, the operating agreement is not a required document in Louisiana.

However, the benefits of having an operating agreement are that the document will provide more security between the members in terms of the operational structure of the company and prevent any misunderstandings between them.

4 Main Types of Operating Agreements

Before drafting the operating agreement, parties need to choose the type of document that suits their best needs:

Types of Operating Agreements

Single-member LLC operating agreement: This type is used for LLCs with only one member. This type of operating agreement provides only how the company will be organized and operate without regulating the relationships between the members.
Multi-member LLC operating agreement: Here, the document regulates the operation of the company as well as all the matters relevant to the relationship between the members within the company.
Member-managed LLC operating agreement: Here, the members have an active role in the decision-making process in the company, and the operating agreement regulates the rights and obligations of each member within the company.
Manager-managed LLC operating agreement: With this type, the company members have decided to delegate their decision-making powers to the professional managers, and the operating agreement regulates the scope of the manager’s authority.

Laws and Legal Requirements for LLC Operating Agreements in Louisiana

Title 12 of the Louisiana Revised Statutes regulates the status of limited liability companies in the state.

Moreover, there are a few sections that regulate the operating agreement, in particular:

Laws and Legal Requirements

§1315: Limitation of liability and indemnification of members and managers.
§1319: Records and information.
§1325: Distributions upon withdrawal.
§1332: Right of assignee to become a member.
§1334: Dissolution.

How to Form a Limited Liability Company (LLC) in Louisiana

In Louisiana, there are four main types of operating agreements the parties can choose from when establishing an LLC:

How to Form a LLC in Louisiana

#1. Choose a Business Name For Your LLC

Before applying for LLC registration in Louisiana, you should first choose the business name. It must be distinguishable from other business names used by other companies registered in Louisiana.

To check if your business name is distinguishable, do an entity search on the Secretary of State website.

#2. Choose the Type of LLC

Here, you have two options based on the place where the LLC is established:

Domestic LLCs: These are the companies that are established and registered in Louisiana.
Foreign LLCs: Those are the companies that are established outside Louisiana but are registered in Louisiana.

#3. Nominate an Agent

The last step before filing your application is to appoint a registered agent. The registered agent will be responsible for receiving the official notifications and documents on behalf of the LLC.

It can be an individual with a residence in Louisiana or an entity that has the authority to conduct business in Louisiana.

#4. File the Formation Documents

For domestic LLCs, you should submit the Articles of Organization. You can complete this step online after creating an account or by completing Form SS365.

For foreign LLCs, you should submit the Application for Authority to Transact Business in Louisiana. Here, you can also send the online application or complete Form SS972.

#5. Pay the Required Fee

For domestic LLCs, the application fee is $100, while for foreign LLCs, you will have to pay a $150 application fee. If you apply online, an additional fee of $5 will also be charged.

#6. Create your LLC Operating Agreement

After submitting your application, you can create the operating agreement. This document is not required by state law, but it enables the optimization of the LLC and prevents potential misunderstandings between the members.

#7. Apply For an Employer Identification Number (EIN)

This number is crucial if you want to open a company bank account and if you want to complete certain transactions and hire employees. You can obtain it online or by filling out Form SS-4.