LLC Amendment and Legal-Name-Change Filing Requirements in Louisiana
At a glance
| Governing law and covered public record | Louisiana Limited Liability Company Law, Title 12 ch. 22; amend the public Articles of Organization by filing Articles of Amendment with the Secretary of State (§§ 12:1301, 12:1309) |
|---|---|
| Mandatory, permitted, and restatement routes | Articles shall be amended for a legal-name change, a false/erroneous statement, another change needed to represent the members' agreement accurately, or loss of L3C status. The definition includes restated documents, but § 12:1309 states no separate restatement contents (§§ 12:1301, 12:1309) |
| Legal name and availability | A legal-name change requires amendment. New name needs Limited Liability Company, L.L.C., or L.C.; no d/b/a phrase; distinguishability or a statutory consent/other exception; and any regulated-word approval or notice (§ 12:1306) |
| Internal approval and private consents | Default majority vote of members, even for a manager-managed LLC; articles or written operating agreement may change that rule. Regulated names may need agency notice, waiver, or approval (§§ 12:1306, 12:1318) |
| Filing contents and attachments | Set out the amendment plus its adoption date and manner. Chapter 22 does not require a charter number or approval attachment in the filed articles; restricted-name evidence may be needed under § 12:1306 (§§ 12:1306, 12:1309) |
| Signer, filing channel, and fee | Manager signs if manager-managed; at least 1 member if member-managed. A signer acknowledges, or use authentic act. Deliver to Secretary of State; Chapter 22 does not specify the current paper/online channel. $125 since Oct. 1, 2026 (§ 12:1309; § 49:222; 2026 Act 921) |
| Effective time, delay, and rejection | May request a filing date/time within 30 days after delivery. Otherwise effective at endorsed filing date/time; if filed within 5 days excluding legal holidays after acknowledgment/authentic act, effect relates back to that execution. Taxes, fees, and charges must be paid (§ 12:1309) |
| Correction, change, report, and assumed-name alternatives | Correction fixes an inaccurate record of the action or defective execution and cannot change effective date. Agent/office uses a separate statement; manager/member/address data belongs in the annual report; an optional trade-name registration does not change the LLC's legal name (§§ 12:1308, 12:1308.1, 12:1310; §§ 51:211, 51:214) |
| Post-filing records, registrations, and status effect | Keep the articles and every amendment at the registered office. The surveyed provisions do not make the amendment update tax, license, bank, contract, property, trademark, or foreign-registration records; handle those separately (§ 12:1319) |
Requirements one by one
Amendment can be mandatory, and approval is separate from signature
La. R.S. § 12:1309 says the articles "shall be amended" when the LLC changes its legal name, the articles contain a false or erroneous statement, the members want another statement changed to represent their agreement accurately, or the company stops being an L3C. La. R.S. § 12:1318 supplies a separate internal approval rule: a majority of the members approves by default, even if managers run the company. The articles or a written operating agreement may set a different voting rule.
After approval, the signer depends on management form. A manager signs for a manager-managed LLC; at least one member signs for a member-managed LLC. The signature does not itself prove that the required member vote occurred.
The filed document has a short but formal contents rule
Under § 12:1309, the Articles of Amendment set out the amendment, its adoption date, and the manner of adoption. At least one signer must acknowledge the document, unless it is executed as an authentic act. For a legal-name change, § 12:1306 requires an LLC designator, bars "doing business as" and "d/b/a" from the legal name, and generally requires distinguishability in the Secretary's records. Some regulated words trigger agency notice, waiver, or approval.
La. R.S. § 12:1301 defines Articles of Organization to include documents as amended or restated. The current LLC amendment section does not give a separate set of restatement contents, so a company seeking a consolidated restatement should confirm the filing office's currently accepted document and format.
Louisiana has two unusual effective-time routes
The company may deliver the amendment for a specified filing date and, if requested, time within 30 days after delivery. Ordinarily, the amendment takes effect at the filing date and endorsed hour.
The second route can reach backward: if the Secretary files the amendment within five days, excluding legal holidays, after acknowledgment or authentic- act execution, § 12:1309 makes it effective at that earlier acknowledgment or execution time. A private desired date does not replace those statutory filing rules.
Correction, agent changes, reports, and trade names are different filings
La. R.S. § 12:1310 limits a Certificate of Correction to an inaccurate record of the action or a defective execution. It identifies the original filing and the before-and-after provision, cannot make an otherwise impermissible change, and cannot change the original effective date.
La. R.S. § 12:1308 puts registered-agent or office changes in a separate statement, and § 12:1308.1 puts recurring address, manager, or member data in the annual report. A new agent's acceptance is notarized. La. R.S. §§ 51:211 and 51:214 provide a separate optional registration for a trade name; that registration does not replace the Articles of Amendment needed to change the LLC's legal name.
The amendment filing fee
La. R.S. § 49:222(B)(1)(c), as amended by 2026 Act 921, charges $125 for amended LLC articles. The amendment took effect October 1, 2026. The filing channel is an administrative fact not stated in Chapter 22, so confirm the current delivery method before submitting.
La. R.S. § 12:1319 requires the LLC to keep its Articles of Organization and every amendment at its registered office, along with the written operating agreement and voting-right records. Tax, licensing, banking, contract, property, trademark, and foreign-registration follow-up remains separate from that state public-record filing.
What trips people up
- The default vote is by members. Manager management changes who signs, but § 12:1318 still defaults the amendment decision to a majority member vote.
- An error can implicate two statutes. Section 12:1309 requires amendment for a false or erroneous articles statement, while § 12:1310 confines correction to an inaccurate record of the action or defective execution.
- Execution timing can matter. Filing within the five-day window can make the amendment effective at acknowledgment or authentic-act execution rather than at filing.
- The online code displays the former fee. The $100 text in the online § 49:222 compilation predates the $125 fee effective October 1, 2026 under 2026 Act 921.
Common questions
Can a manager approve and sign a name change alone? A manager may be the proper signer, but the default approval rule is still a majority vote of the members. Check the articles and written operating agreement for a different rule.
Can the amendment use an earlier effective date? Only through the statutory relation-back rule: the Secretary must file it within five days, excluding legal holidays, after acknowledgment or authentic-act execution.
Does a trade-name registration change the LLC's legal name? No. The trade-name route under §§ 51:211 and 51:214 is separate; § 12:1309 requires an articles amendment for the legal-name change.
Statutes and sources
- La. R.S. §§ 12:1301, 12:1306, 12:1309, and 12:1318 — covered record, mandatory amendment triggers, name rules, approval, contents, signer, acknowledgment, delivery, and effective time. Official § 12:1309 (accessed 2026-10-02).
- La. R.S. §§ 12:1308, 12:1308.1, and 12:1310 — agent/office statement, annual-report route, and correction boundaries. Official § 12:1310 (accessed 2026-10-02).
- La. R.S. § 12:1319 — company recordkeeping after amendment. Official text (accessed 2026-10-02).
- La. R.S. § 49:222 and 2026 La. Acts No. 921 — $125 fee effective October 1, 2026; the online compilation still displays $100. Online compilation and enrolled act (accessed 2026-10-02).
- La. R.S. §§ 51:211 and 51:214 — separate optional trade-name registration. Official § 51:214 (accessed 2026-10-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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