A Louisiana LLC operating agreement defines ownership, management, and profit allocation rules for your limited liability company. Without one, Louisiana’s default statutes control every major business decision.
Choose the version that matches your Louisiana LLC structure and download it in PDF or Word format. Each template is designed to help you document ownership, management, and internal rules more clearly from day one.
Louisiana is one of the few states where I immediately check how the statute defines an operating agreement before I look at anything else. The rule changes depending on member count. For a multi-member LLC, an oral agreement can technically qualify under La. R.S. 12:1301(A)(16). For a single-member LLC, the statute points specifically to a written agreement between the member and the company.
I’ve watched owners skip the paperwork because they assume they are covered either way. They are not. If you want clean internal rules, stronger proof for banks and third parties, and fewer disputes later, put the Louisiana operating agreement in writing regardless of your member count.
Does Louisiana Require an LLC Operating Agreement?
No. Louisiana doesn’t require an operating agreement as a condition of LLC formation. You form a Louisiana limited liability company by filing Articles of Organization and an Initial Report with the Louisiana Secretary of State. That’s all the state asks on the filing side.
But “not required” is misleading here. Louisiana’s LLC statute, Title 12, Chapter 22 of the Louisiana Revised Statutes, fills every gap your company operating agreement doesn’t address. Those gap-fillers (called default rules) are where problems start for Louisiana LLC members.
Worth flagging: several of Louisiana’s most important defaults only yield to a written operating agreement, not an oral one. Profit allocation, interim distributions, withdrawal rights, and assignee admission all fall into that category. A handshake deal won’t override any of them.
For a single-member LLC, the distinction is sharper still. La. R.S. 12:1301(A)(16) defines the operating agreement for a one-owner company as a written agreement between the member and the LLC. An operating agreement isn’t something you can leave to a verbal understanding if you’re the sole owner of a Louisiana limited liability company.
Louisiana Default Rules That Apply Without an Operating Agreement
This is where most first-time LLC owners trip up. Louisiana’s default rules under Title 12 aren’t unusual in isolation, but combined they create outcomes that rarely match how members actually run their business operations.
The table below compares each default position against what a written operating agreement can establish instead.
| Feature | Default Rule (No Written OA) | With Written Operating Agreement |
|---|---|---|
| Voting | One member, one vote (La. R.S. 12:1318) | Weighted by ownership percentage or custom formula |
| Profit/loss allocation | Equal among all members (La. R.S. 12:1323) | Pro-rata by capital contribution or any agreed split |
| Interim distributions | Equal (La. R.S. 12:1324) | Per OA provisions or member authorization |
| Withdrawal (no-term LLC) | 30 days’ written notice + FMV payment (La. R.S. 12:1325) | Custom restrictions, longer notice period, installment buyout |
| Assignee admission | Unanimous written consent (La. R.S. 12:1332) | Majority vote, manager approval, or pre-approved transfers |
| Management | Member-managed (La. R.S. 12:1311) | Manager-managed if articles of organization state it |
One Member, One Vote (La. R.S. 12:1318)
Louisiana’s default voting rights rule is per capita, not proportional to ownership. Each member gets a single vote on member decisions, regardless of capital contributions or ownership percentages.
That means a 90% owner and a 10% owner carry the same weight on every decision. La. R.S. 12:1318(B) lists specific matters that always require a majority vote of the members: dissolution and winding up, sale of substantially all assets, merger or consolidation, extraordinary debt, immovable-property transactions, and amendments to the articles or operating agreement. Even in a manager-managed LLC, those acts still need member approval.
An operating agreement can reassign voting power to reflect each member’s actual capital contribution and ownership stake in the company.
Equal Profit and Loss Allocation (La. R.S. 12:1323)
Under La. R.S. 12:1323, profits and losses will be allocated to members equally unless a written operating agreement says otherwise. La. R.S. 12:1324 applies the same equal-split rule to interim distributions.
Consider a two-member Louisiana LLC where one partner contributed $150,000 and the other contributed $15,000. Without a written allocation clause, both members are legally entitled to 50% of the profits. The member who invested ten times more gets the same distribution. A single paragraph in the operating agreement specifying pro-rata allocation tied to capital contributions fixes this entirely.
The 30-Day Withdrawal Trap (La. R.S. 12:1325)
Here’s the thing. In a Louisiana LLC organized without a fixed term, any member can withdraw on 30 days’ written notice if the operating agreement doesn’t include withdrawal procedures. After withdrawal, that member can demand the fair market value of their membership interest, and the LLC must pay within a reasonable time.
For a cash-strapped business, that payment obligation hits like a forced buyout. A written operating agreement can extend the notice period, cap withdrawal payouts, or require installment payments over 12 to 36 months. Without those provisions, the statute controls every aspect of the exit.
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What to Include in a Louisiana LLC Operating Agreement
Louisiana doesn’t mandate specific clauses in the document, but the most commercially important provisions map directly to the default rules above. Each article below overrides a specific section of the Louisiana Limited Liability Company Law.
Company Information and Registered Agent
Start with the basics: the LLC’s legal name (matching the Articles of Organization exactly, including punctuation), principal business address, registered office address, and registered agent. Louisiana requires every limited liability company to maintain a registered agent with a physical address in the state (La. R.S. 12:1305).
Before choosing your LLC name, you can search the Louisiana Secretary of State portal to confirm availability. A mismatched name between the operating agreement and the articles is a common rejection trigger. For agent options, Boost Suite ranks the best Louisiana registered agent services by price, features, and reliability.
Capital Contributions and Ownership Percentages
Document every member’s initial capital contribution: cash, property, or services. Specify the ownership percentages each contribution represents, and outline the procedures for future capital calls.
This clause matters more in Louisiana than in states where allocation follows contributions by default. Because Louisiana splits profits and losses equally without a written override (La. R.S. 12:1323), a capital contributions article paired with a pro-rata allocation clause is the only way to connect investment size to actual returns. Include the dollar amount, property description, or agreed value of each member’s contribution so there’s no ambiguity in the document.
Management Structure: Member-Managed vs. Manager-Managed
Louisiana LLCs are member-managed by default under La. R.S. 12:1311. If you want a manager-managed structure, the articles of organization must state it explicitly (La. R.S. 12:1312). Managers don’t have to be members of the LLC.
In either management structure, the person running daily operations acts as a mandatary of the company for ordinary-course transactions, except immovable-property deals, unless the operating agreement expands or restricts that authority (La. R.S. 12:1317). Louisiana borrows this civil-law concept from its broader legal tradition, and it governs how managers and members bind the LLC in dealings with third parties.
One drafting quirk separates Louisiana from most other states. Authority restrictions written into the operating agreement only bind third parties if the articles of organization state that those restrictions exist (La. R.S. 12:1317(B) and La. R.S. 12:1305(C)). Skip that cross-reference in the articles, and outsiders can ignore the limits entirely.
Adding and Removing Members
By default, an assignee of a membership interest doesn’t become a full member unless the other members unanimously consent in writing (La. R.S. 12:1332). That’s a high bar in LLCs with three or more members where schedules and priorities don’t always align for a meeting or written vote.
Your operating agreement should spell out clear procedures: who can transfer membership interests, what approval threshold applies, how the purchase price is calculated, and what happens if a member is removed involuntarily. Without those provisions, the unanimous-consent default and the 30-day withdrawal rule combine to create deadlock risk for the entire company.
Dissolution and Winding Up
Louisiana law triggers dissolution by member vote, by a court order under La. R.S. 12:1335 (judicial dissolution), or by events specified in the articles or operating agreement. After dissolution, the winding up process begins under La. R.S. 12:1336, and the LLC must appoint a liquidator to handle remaining operations during wind-down.
The catch: Louisiana doesn’t require newspaper publication to form an LLC, but it does require publication during certain dissolution and liquidation procedures (La. R.S. 12:1338 and La. R.S. 12:1339). That eats into your budget if you haven’t planned for it. Your operating agreement should define dissolution triggers, voting thresholds, asset distribution procedures, and the process for settling creditor claims. A general provisions section covering notice requirements and governing law rounds out this part of the document.
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Single-Member vs. Multi-Member Operating Agreements in Louisiana
Louisiana treats these two LLC structures differently at the statutory level, not just in day-to-day operations.
Single-Member LLCs and the 2022 Succession Fix
Before 2022, the death of a sole member created serious legal uncertainty for a Louisiana single-member LLC. Acts 2022, No. 156 changed that by enacting La. R.S. 12:1333.1. Under the current rule, the membership interest doesn’t terminate on the sole member’s death. The interest is fully heritable, and the succession representative may exercise the deceased member’s rights for estate administration purposes.
Once a court issues a judgment of possession, the heir or legatee steps into full membership with all associated rights. This is a significant improvement, but it doesn’t replace an operating agreement for single-member LLCs. The statute provides a floor, not a ceiling. Aaron Kra, JD, Boost Suite’s legal editor, recommends that single-member LLC owners address succession procedures, management authority during probate, and buyout terms explicitly in their written agreement.
If you’re just getting started with formation, Boost Suite’s guide covers every step to start a Louisiana LLC from name selection through EIN application.
Multi-Member Pitfalls Louisiana Owners Miss
Four default rules collide in multi-member LLC agreements: equal profit and loss allocations (La. R.S. 12:1323), per-capita voting (La. R.S. 12:1318), 30-day withdrawal with fair market value payment (La. R.S. 12:1325), and unanimous written consent for assignee admission (La. R.S. 12:1332).
The Louisiana Supreme Court’s decision in Ogea v. Merritt remains the most cited case analyzing when La. R.S. 12:1320’s liability shield protects LLC members from personal liability, and when it doesn’t. Fraud, breach of professional duty, and negligent or wrongful acts fall outside the shield. A well-drafted operating agreement with indemnification provisions (permitted under La. R.S. 12:1315, with exceptions for improper financial benefits and intentional criminal violations) strengthens each member’s legal position if litigation arises. Real estate LLCs in Louisiana face additional exposure because immovable-property transactions carry their own approval requirements under La. R.S. 12:1318(B).
Louisiana LLC Taxes and How the Operating Agreement Connects
Your operating agreement’s allocation and distribution clauses feed directly into Louisiana tax filings. The agreement determines who reports what income, so getting the splits right isn’t just a governance question; it’s a tax compliance issue.
Formation costs $100 for the Articles of Organization. The annual report runs $30, due on or before the anniversary date of organization each year. Miss three consecutive annual reports, and the Louisiana Secretary of State can revoke your LLC under La. R.S. 12:1308.2. For a full breakdown of every fee, see Boost Suite’s guide to Louisiana LLC formation costs.
If the LLC is taxed as a partnership, members file an IT-565 partnership return with the Louisiana Department of Revenue by May 15 (calendar-year filers). LLCs taxed as corporations face Louisiana’s corporation income tax and franchise tax, reported on Form CIFT-620, also due in May. Louisiana additionally offers a pass-through entity tax election (Form R-6980) that stays effective until terminated via Form R-6983.
On the federal side, every multi-member LLC needs an EIN from the IRS (Form SS-4). Entity classification elections (Form 8832) and S corporation elections (Form 2553) should align with what the operating agreement states about allocations and distributions among the members.
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How to Write and Sign a Louisiana LLC Operating Agreement
Louisiana doesn’t require the operating agreement to be notarized or filed with the Secretary of State. The operating agreement is an internal governance document. Contrast this with the Initial Report, which requires a notarized affidavit from each registered agent (La. R.S. 12:1305(E)).
Draft the agreement with all clauses covering the Louisiana-specific defaults discussed above. Have every member sign and date the document. Keep signed originals with your company records; Louisiana requires LLCs to maintain certain records under La. R.S. 12:1319, and banks, lenders, and real estate LLCs will request a copy of the signed agreement before opening an account or closing a property transaction.
For owners who want professional help with LLC formation, Boost Suite reviews the top-rated LLC services in Louisiana. Processing time varies by filing method; Boost Suite’s guide on Louisiana LLC approval timelines covers standard and expedited options ($30 for 24-hour processing, $50 for same-day).
Choose the version that fits your LLC structure.
I’ve seen Louisiana LLCs lose state contracts over a $30 annual report. Owners treat it like a minor filing because the fee looks small, but the compliance risk is much bigger than most people expect.
Under La. R.S. 12:1308.2(E), a delinquent LLC is barred from commercial business operations with state entities, and existing contracts can be declared null and void. If the company misses three consecutive annual reports, the state can revoke the LLC altogether.
I tell Louisiana owners to set a calendar reminder for the LLC’s anniversary date and file the annual report online through geauxBIZ as soon as the renewal window opens. It is one of the easiest ways to protect good standing and avoid a preventable compliance problem.
Frequently Asked Questions About Louisiana LLC Operating Agreements
Louisiana’s operating agreement rules raise specific questions that generic LLC guides don’t answer. Below are the issues Boost Suite’s editorial team encounters most from Louisiana filers.
Is a Louisiana LLC operating agreement required by state law?
No. Louisiana forms a limited liability company through Articles of Organization and an Initial Report filed with the Secretary of State. But without a written operating agreement, Louisiana’s default rules under Title 12, Chapter 22 control voting, profit allocation, member withdrawal, and assignee admission. Those defaults rarely match how LLC members intend to run their company.
Can a Louisiana LLC have an oral operating agreement?
For multi-member LLCs, yes. La. R.S. 12:1301(A)(16) includes oral agreements in the definition. For a single-member LLC, the statute specifies a written agreement. The practical problem: several key default overrides only respond to a written operating agreement. An oral deal won’t protect you where it counts most.
Do you file the operating agreement with the Louisiana Secretary of State?
No. The operating agreement is a private, internal document. Only the Articles of Organization, Initial Report, and annual reports get filed with the state. Keep your signed operating agreement with your LLC records and provide copies to banks, lenders, or property managers as needed.
What happens if the sole member of a Louisiana LLC dies?
Since Acts 2022, No. 156 created La. R.S. 12:1333.1, the membership interest doesn’t terminate on the sole member’s death. The succession representative gains management authority during probate, and the heir or legatee receives full membership rights after a judgment of possession. A written operating agreement can include additional succession procedures beyond the statutory minimum.
Does a Louisiana LLC operating agreement need to be notarized?
No. Louisiana doesn’t require notarization of the operating agreement document itself. The notarization requirement applies to the registered agent’s affidavit of acknowledgment on the Initial Report (La. R.S. 12:1305(E)), not the operating agreement.
How does Louisiana split LLC profits without an operating agreement?
Equally. Under La. R.S. 12:1323, profits and losses will be allocated to members in equal shares, regardless of how much each person contributed in capital. La. R.S. 12:1324 applies the same equal-distribution rule to interim payments. A written operating agreement is the only way to tie distributions to actual capital contributions or ownership percentages.
- Louisiana State Legislature, Title 12, Chapter 22: Limited Liability Companies
- Louisiana Secretary of State: File Business Documents
- Louisiana Secretary of State: Forms and Fee Schedule
- Louisiana Department of Revenue: Corporation Income and Franchise Tax
- Louisiana Department of Revenue: Partnership Tax
- IRS: Employer Identification Number
- La. R.S. 12:1333.1: Single-Member LLC Succession
- Ogea v. Merritt, Louisiana Supreme Court (2013)
Looking for an overview? See Louisiana LLC Services
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