Louisiana LLC Operating Agreement

A Louisiana LLC Operating Agreement is a customized outline for your LLC, providing a clear framework for its operations. It serves as an instruction manual, detailing ownership division, decision-making processes, and leadership transition plans.


Last Updated: Mar. 7, 2025

Operating Agreement
Louisiana LLC Operating Agreement Template | Legal GPS
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Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Single-Member, Member-Managed LLCs taxed under the default status.

contractImage D

Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Multi-Member, Member-Managed LLCs taxed under the default status.

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Get access to all our operating agreements, 100+ other important contract templates, and a step-by-step, interactive platform that will help you build a solid legal foundation for your business. All included in Legal GPS Pro.

Do you need an operating agreement in Louisiana?

No, it's not legally required in Louisiana under § 12:1301(A)(16) Single-member LLCs need an operating agreement to preserve their corporate veil and to prove ownership. And multi-member LLCs need one to help provide operating guidance, determine voting rights and contributions.

What's included in a Louisiana operating agreement?

Here are some key components that are typically included in a Louisiana LLC operating agreement:

  1. Name and Purpose

  2. LLC Management - Member or Manager

  3. Registered Agent

  4. LLC Duration

  5. Capital Contributions

  6. Indemnification

  7. LLC Tax Status

  8. Profit and Loss Distributions

  9. Amending your LLC

  10. Corporate Formalities Waiver

  11. Dissolution

  12. Effective Date

  13. Voting Rights

How do I write my operating agreement?

Let’s take a virtual walk through the key provisions and provide you with some user-friendly pointers and examples to help you glide through each phase.

1. Name and Purpose of your LLC

By now, you should know the name of your LLC (it's whatever you called it when you filed your formation document with your organizing state). But it's crucial to also clearly explain the purpose of your LLC. You don't need to be overly specific – keeping a more general statement leaves room for future ventures without having to refile. 

OPERATING AGREEMENT of [COMPANY NAME]

This operating agreement is adopted as of [Date] (the “Effective Date”), by [Member’s Name], an individual and the sole member (the “Member”) of [Company Name] (the “Company”).

 

The Member hereby adopts this agreement as the operating agreement of the Company, which agreement sets forth the entire understanding of the Member regarding its subject matter and supersedes all prior understandings and agreements regarding its subject matter. 

 

The purpose of the Company is [Company Purpose], and the conduct of other activities as may be necessary or appropriate to promote the stated purposes, and to engage in any other lawful business or activity for which a limited liability company may be organized under the Act.

2. LLC Management - Member or Manager

In this section, you'll decide whether your LLC will be member-managed or manager-managed. Additionally, you'll outline the rights and responsibilities of each member, such as capital contributions, voting rights, and management structure. Although it might seem unnecessary for a single-member LLC, it's important for establishing your business.

Member-Managed LLC.

The business and affairs of the Company will be managed by the Member. The vote, action, decision, or consent of the Member will constitute a valid decision of the Member and the Company. The Member may appoint one or more officers (including the Member, if the Member is an individual) who will have such powers and authority to act on behalf of the Company granted to them by the Member.

OR

Manager-Managed LLC.

The business and affairs of the Company will be managed by the manager of the Company and any successor thereto appointed by the Member, which manager may also be referred to as the Company’s president (the “Manager”). The initial Manager will be [Manager Name], who will serve until the Manager’s death, removal by the Member (for any reason or no reason), or resignation. The Manager will have the right and authority to manage the affairs of the Company and make decisions and take action with respect thereto without further approval or consent of any kind by the Member. Except as otherwise required by this agreement and in lieu of any limitations set forth in [State Name]’s laws for limited liability companies (the “Act”), the Manager will be solely responsible for and is hereby authorized to manage and operate the business of the Company. Except to the extent that the authority of the Manager is expressly limited by the Member, the vote, action, decision, or consent of the Manager will constitute a valid decision of the Manager and the Company.

3. Registered Agent

The registered agent is the person responsible for receiving and addressing important documents on behalf of your company. Some operating agreements include this information, but it's not absolutely necessary, as you already list the registered agent on your formation documents filed with your organizing state. 

The Company’s registered agent in State is: Registered Agent Name, Address. The members may designate other registered agents or offices at any time in this state or, if necessary, in other states.

4. Duration of Your LLC

The "term of an LLC" refers to the lifespan of your Limited Liability Company. It's the duration during which the LLC is meant to operate, as specified in your formation documents. You can choose to allow the LLC to operate indefinitely or specify a fixed period or end date for the LLC.

In most states, including Louisiana, LLCs are considered "perpetual" by default, which means they can exist for as long as you want. Most Louisiana LLCs choose a perpetual duration. Here's a sample provision:

The duration of the Company will be perpetual.

5. Capital Contributions

Capital contributions are the funds, property, or services you provide to start your LLC's operations. Think of it as the initial investment you make to get your business off the ground. Single-member LLCs can have capital contributions come entirely from you as the sole owner, giving you flexibility in deciding the amount of money or assets to contribute.

Properly documenting capital contributions is crucial because it helps to paint a clear picture of your business's financial structure and can provide vital information for tax purposes.

The Member’s capital contribution(s) to the capital of the Company for the Member’s membership interest in the Company will be reflected on the books and records of the Company.

OR

The members have made or shall make the contributions of cash, property or services to the LLC as set forth on Exhibit A attached

6. Indemnification

Indemnification provisions in an LLC Operating Agreement serve as a safety net to protect the company's members from certain costs associated with legal issues arising from their work for the company. This means the LLC will cover any legal fees or damages if a member faces a lawsuit related to their duties to the business.

The agreement should clearly define when and under what circumstances the LLC will provide this protection, as well as any exceptions. Indemnification usually wouldn't cover intentional wrongdoing or serious negligence. Tailoring these terms to your business's specific risks is important to ensure adequate protection.

The Member, the Manager, the officers, and the organizer of the Company and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents, trustees, and representatives (individually, an “Indemnitee”) will be indemnified by the Company against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative, or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of the Indemnitee’s status as any of the foregoing, which relates to or arises out of the Company or its assets, business, or affairs, if in each of the foregoing cases (A) the Indemnitee acted in good faith and in a manner the Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, and (B) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, will not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in clause (A) or (B) above. Any indemnification under this section 5 will be made only out of the assets of the Company, and the Member will not have any personal liability on account thereof.

contractImage D

Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Single-Member, Member-Managed LLCs taxed under the default status.

contractImage D

Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Multi-Member, Member-Managed LLCs taxed under the default status.

Legal-GPS-Hero-Image-5

Legal GPS Pro

Get access to all our operating agreements, 100+ other important contract templates, and a step-by-step, interactive platform that will help you build a solid legal foundation for your business. All included in Legal GPS Pro.

7. LLC Tax Status

Louisiana LLCs can be taxed in one of four ways: as a sole proprietorship, partnership, S corporation, or C corporation. An LLC's tax status depends on the number of members and the tax status selected with the IRS.

Include sections related to tax status within your LLC operating agreement. These sections should cover your chosen tax status, how to change it, and how to handle tax returns and allocations (when applicable). This helps your LLC plan for managing business finances, including profits, losses, dividends, and taxes. Offering a clear roadmap for handling tax-related issues is key to running your business effectively.

The Company will be disregarded for federal and state income tax purposes. The admission of one or more additional members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.

OR

The Member acknowledges that the Company has elected to be taxed as a corporation for federal tax purposes pursuant to the regulations currently in effect under Section 7701 of the Code, and to be taxed as an electing small business corporation under the provisions of Subchapter S of the Code. Notwithstanding such tax treatment, the Member acknowledges and agrees that the Company will be a limited liability company, for state law purposes, under the provisions of the Act, the Articles of Organization, and this operating agreement.

 

The Member acknowledges that the Company has filed or will timely file a Form 2553 (Election by a Small Business Corporation) with the Internal Revenue Service and that the election made pursuant to the filing is or will be in force and effect covering all periods since the date of this operating agreement. Except as otherwise provided in this operating agreement, during the term of this operating agreement and the continuation of the Company’s “S” corporation election under Section 1362 of the Internal Revenue Code, no Member shall take any action which would cause the revocation or termination of the Company’s “S” election (under Section 1362(a) of the Internal Revenue Code) and any attempt to take such an action will be null and void and without effect. Without limiting the foregoing, and notwithstanding any provision hereof to the contrary, any transfer or attempt to transfer any membership interest to any of the following will be null, void, and without effect:

 

(a) a person whose ownership thereof would cause the Company to have a number of Members and assignees of membership interests (shareholders of an “S” corporation) greater than the number permitted by Section 1361(b)(1)(A) of the Internal Revenue Code;

 

(b) an individual who is not a United States citizen or resident;

 

(c) a trust (or the trustee thereof) which fails to satisfy the requirements of Section 1361(c)(2)(A) or 1361(d) of the Internal Revenue Code;

 

(d) a corporation; and

 

(e)any other entity whose ownership would cause the termination or revocation of the Company’s tax status as an “S” corporation.

8. Profit and Loss Distributions

The profit and loss distribution clause stipulates when your LLC will distribute cash that it earns. For single-member LLCs, this is less critical. But for multi-member LLCs, it's important to specify when, under what conditions, and how the distributions will occur.

As the sole member of the LLC, the Member is entitled to all profits of the LLC and is responsible for all its losses. Profits and losses shall be determined annually and will be allocated to the Member's capital account. Distributions of cash or other assets will be made at such times and in such amounts as deemed appropriate by the Member.  

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9. Agreement Amendments

What will you do when you need to change any term in your LLC? It's simple – you just follow the LLC amendment clause. For single-member LLCs, this is straightforward. But for multi-member LLCs, you need to thoroughly think about what's crucial regarding voting percentages and what's required to amend the operating agreement.

This agreement and the articles of organization of the Company may not be altered, modified, or changed, and no provision of this agreement may be waived, except by an amendment or waiver, as applicable, approved by the Member.

10. Corporate Formalities Waiver

LLCs typically aren't required to follow corporate formalities - that's usually for corporations. But in some situations, not observing these formalities could jeopardize the integrity of your corporate veil. For that reason, we like to include a waiver of all formalities in the operating agreement.

The failure of the Company or the Member to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this operating agreement or the laws in the state in which the Company is which govern limited liability companies will not be grounds for imposing personal liability on the Member for liabilities of the Company.

11. Dissolution

This provision outlines what to do if things don't go entirely as planned. It guides you on how to dissolve your LLC and designates who will maintain control of the LLC in the event of your death or other unexpected circumstances.

Upon the occurrence of any event which terminates the continued membership of the Member in the Company, the Company will not be dissolved, and the business of the Company will continue. The Member hereby specifically consents to such continuation of the business of the Company upon any such event. The Member’s legal representative, assignee, or successor will automatically become an assignee of the Member’s interest and will automatically become a substitute Member in place of the withdrawn Member.

12. Effective Date

The effective date of your operating agreement is the day the agreement comes into force. In other words, it's the date when the agreement starts to take effect.

13. Voting Rights

Voting rights help you define how decisions are made in your LLC—by ownership percentage or equal votes per member. Set clear rules for major decisions, tie-breakers, and unanimous consent to prevent disputes and streamline governance.

"Voting rights shall be based on each Member’s ownership percentage in the Company. Decisions requiring a vote shall be approved by a majority of the ownership interest unless otherwise specified. In the event of a tie, the matter shall be reconsidered in a subsequent meeting or resolved by [designated tie-breaker, e.g., Managing Member or third-party mediator]."

 

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Do I need to file my Agreement?

No, you don't! Once you sign your operating agreement, you just need to keep it in your company's records. It's different from your Articles of Organization (or Certificate of Formation), which are filed with your state. Your operating agreement is an internal document. Just remember to sign it and store it in an easily accessible place.

What if I need to add another member to my LLC later?

We small business owners often dream of the day when our business grows beyond what we can manage by ourselves. If you're lucky enough to reach that stage and you're ready to add another member to your LLC, you'll need to amend the paperwork to reflect the agreement between yourself and the new member. Most likely, you'll want to create an entirely new agreement, as a multi-member operating agreement is significantly different from a single-member operating agreement.

Louisiana LLC Operating Agreement Laws

  • Louisiana Revised Statutes § 12:1301(A)(16): In Louisiana, there is no requirement for an LLC to have an Operating Agreement. However, creating one can clarify member roles, business operations, and provide a basis for managing disputes in the LLC.
  • Louisiana Revised Statutes § 12:1304: To form an LLC in Louisiana, you need to file Articles of Organization with the Secretary of State. This section outlines the necessary information to include, such as the LLC's name and the address of its registered office.
  • Louisiana Revised Statutes § 12:1319: This law pertains to the management and regulation of an LLC in Louisiana, which details that the members have equal rights in the management of the business unless otherwise stated in the Operating Agreement.
  • Louisiana Revised Statutes § 12:1320: The code section titled "Limitation of Liability" explains that, generally, members or managers are not personally liable for the debts, obligations, or liabilities of the LLC.
  • Louisiana Revised Statutes § 12:1348: This section addresses the "Dissolution" of an LLC, specifying the conditions under which dissolution may occur and detailing the process for winding up the company's affairs.

contractImage D

Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Single-Member, Member-Managed LLCs taxed under the default status.

contractImage D

Member-Managed
Operating Agreement Template
(Default)

$35

Template for Louisiana Multi-Member, Member-Managed LLCs taxed under the default status.

Legal-GPS-Hero-Image-5

Legal GPS Pro

Get access to all our operating agreements, 100+ other important contract templates, and a step-by-step, interactive platform that will help you build a solid legal foundation for your business. All included in Legal GPS Pro.