Louisiana draws an important line between what LLC owners may agree to orally and what needs to be written down to change certain statutory defaults. Multi-member agreements can be oral, but written terms matter for issues such as unequal profit allocations and withdrawal rights, while a single-member operating agreement is specifically defined as a written agreement between the member and the company. See Louisiana’s statutory definition of an operating agreement.
Choose the version that matches your Louisiana LLC structure.
Does Louisiana Require an LLC Operating Agreement?
No. A Louisiana LLC is formed by filing Articles of Organization and an initial report with the Secretary of State. An operating agreement is not one of the documents required to create the company.
The current Louisiana Articles of Organization filing instructions list a $100 filing fee. Louisiana’s formation paperwork has separate acknowledgment and registered-agent requirements, including a notarized registered-agent affidavit in the initial report, but the LLC statute does not impose that notarization requirement on the operating agreement itself.
What Louisiana Law Means by “Operating Agreement”
“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.
Louisiana treats multi-member and single-member LLCs differently in this definition. A multi-member LLC may have a written or oral agreement, while the single-member provision specifically refers to a written agreement between the member and the company.
A Louisiana LLC with multiple members can operate under an oral agreement. Putting the terms in writing still gives the members a clearer record of ownership, voting, distributions, and exit arrangements.
For a single-member LLC, Louisiana’s statutory definition specifically refers to a written agreement between the sole member and the LLC.
Under La. R.S. § 12:1323, a different allocation of profits and losses must appear in a written operating agreement. Written terms also matter under La. R.S. § 12:1325 when members want to set or replace the statutory withdrawal and resignation rules.
Louisiana LLC Default Rules You May Want to Override
Louisiana has several fallback rules that can produce results owners may not expect. These are the provisions most worth addressing directly when drafting the agreement.
Each member gets one vote, and member decisions are made by majority vote unless the Articles of Organization or a written operating agreement provide otherwise.
§ 12:1318(A)Profits and losses are divided equally among members unless a written operating agreement sets another allocation.
§ 12:1323If the LLC has no fixed term and the written agreement does not establish another rule, a member may withdraw with at least 30 days’ written notice. The statute also supplies a default fair-market-value payout when the written agreement does not provide otherwise.
§ 12:1325Even when managers run day-to-day operations, majority member approval remains the statutory default for major actions such as dissolution, mergers, substantially all asset transfers, certain debt, and amendments.
§ 12:1318(B)An assignee can receive the economic rights attached to an interest but does not automatically become a member or gain management rights. Unless the governing documents provide otherwise, admission generally requires unanimous written consent of the other members.
§§ 12:1330 and 12:1332The death of a single member does not terminate the LLC interest. The interest is heritable, and Louisiana gives the succession representative, and later the recognized heir or legatee, statutory rights unless the articles or written agreement provide otherwise.
§ 12:1333.1Louisiana’s treatment of a deceased sole owner is especially distinctive. The official single-member LLC succession provision explains how the estate representative and eventual heir or legatee may step into the deceased member’s rights.
