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The Louisiana LLC operating agreement is a recommended legal document for limited liability companies in Louisiana. This document allows those forming the business to create policies, outline responsibilities, distribute profit or loss, grant voting rights, and more. It even helps protect individuals from financial liability, making it a crucial part of forming LLCs.

From LA Rev Stat § 12:1301:

(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.

Louisiana Operating Agreement Law

Louisiana’s LLC operating agreement laws can be found in LA Rev Stat § 12:1301-1370 (2019)

Forming an LLC in Louisiana

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

A Louisiana LLC formation is required to choose a unique name for the new company, which must be designated as an LLC with one of the following designators:

  • LLC
  • L.L.C.
  • Limited Liability Company
  • Ltd.

It may not use other designators, such as those for a corporation, in the title, nor may government titles or acronyms be used.

Licensed practitioners looking to create a professional LLC using their title may be required to complete additional verification documentation before including it in the legally registered business name. The practitioner must be a part of the LLC to include their title.

To conduct the name search, use the Louisiana Secretary of State Business Entity Search website.

Note: Online filers must reserve their name after confirming its availability.

Name Reservation can be completed online, by mail, by fax, or in-person.

Reservation costs $25 (credited back with filing of Articles of Organization), with optional expedited processing (not credited back) available.

  • Routine (just $25 filing fee)
  • Expedite 24-hour processing ($30 plus $25 filing fee)
  • Priority Expedite 2-4-hour processing ($50 plus $25 filing fee)

The following parishes must submit online:

  • Ascension
  • Bossier
  • Caddo
  • Calcasieu
  • East Baton Rouge
  • Jefferson
  • Lafayette
  • Livingston
  • Orleans
  • Ouachita
  • Rapides
  • St. Tammany
  • Tangipahoa
  • Terrebonne

For online filing, create an account and submit online

For physical filing, complete the form and then submit it through one of the following methods:

Mail:
Louisiana Secretary of State
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125

In-Person:
8585 Archives Avenue
Baton Rouge, LA 70809

Fax:
(225) 932-5314

Step 2: Choose Your Registered Agent

New Louisiana LLCs must appoint a registered agent that will accept legal documentation on behalf of the company. This can be an individual or an agent service.

An individual agent must:

  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Louisiana

A registered agent service must be authorized to do business in Louisiana.

Step 3: File Your Formation Articles

Louisiana requires all LLCs to file formation articles, whether they are domestic (in-state) or foreign (out of state). These forms can be completed online, by mail, by fax, or delivered in-person, unless located in one of the following parishes where online filing is mandatory:

  • Ascension
  • Bossier
  • Caddo
  • Calcasieu
  • East Baton Rouge
  • Jefferson
  • Lafayette
  • Livingston
  • Orleans
  • Ouachita
  • Rapides
  • St. Tammany
  • Tangipahoa
  • Terrebonne

When submitting online, you are required to first receive an EIN number from the IRS to be used on your articles of organization. You should also have a name reserved.

Domestic LLC formations must complete Articles of Organization to be recognized as an LLC.

Online Filing (Domestic):

  • $100 filing fee plus $5 credit card convenience fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Domestic):

Louisiana Secretary of State
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125

In-Person Filing (Domestic):

Louisiana Secretary of State
Commercial Division
8585 Archives Ave.
Baton Rouge, LA 70809

Fax Filing (Domestic):

(225) 932-5314

Foreign LLCs who are expanding to Louisiana must complete a Certificate of Authority, and file a Certificate of Existence dated within 90 days from the original formation of the business.

Online Filing (Foreign):

  • $150 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Foreign):

Louisiana Secretary of State
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125

In-Person Filing (Foreign):

Louisiana Secretary of State
Commercial Division
8585 Archives Ave.
Baton Rouge, LA 70809

Fax Filing (Foreign):

(225) 932-5314

Step 4: Draft a Louisiana Operating Agreement

Although not required, it is recommended that all LLCs in Louisiana draft an operating agreement. The document helps to ensure all members are on the same page in terms of business operations for multi-team LLCs, and helps protect financial liability in the case of litigation against the business.

The agreement does not need to be filed with the state, but it is recommended that all members keep a signed copy in addition to a copy with the business formation documents.