LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Louisiana

At a glance

Requirements one by one

Term and non-term LLCs use different withdrawal gates

Under La. R.S. § 12:1325(A), a member of an LLC constituted for a term may withdraw before expiration without the other members’ consent only for just cause arising from another member’s failure to perform an obligation. The section states no separate advance-notice or acceptance procedure for that route.

For a non-term LLC, subsection B first follows the withdrawal time or event in a written operating agreement. If the writing states none, the member must give at least 30 days’ prior written notice to the LLC at its registered office of record and separately to every member and manager at the address in company records.

Louisiana does not use a wrongful-dissociation damages code

The complete current Chapter 22 index and §§ 12:1301 to 12:1369 contain no member-dissociation or expulsion article. Section 12:1325 supplies the withdrawal entitlements and notice route but does not define a “wrongful dissociation” damages category.

The phrase “wrongful distribution” in § 12:1328 concerns an improper LLC distribution, not member withdrawal. Whether an attempted exit breaches a contract or creates some other remedy is outside this statutory survey.

The statute supplies no member-expulsion route

Chapter 22 does not create agreement-event, unanimous-member, majority-member, or judicial expulsion. The ordinary majority-vote rule in § 12:1318 does not by itself authorize removal of member status.

Articles and agreements change several express defaults, including withdrawal, assignment, admission, and succession. This page does not infer an unlisted expulsion power or decide whether a particular contract provision is valid.

Judicial dissolution is a company remedy, not expulsion

Under § 12:1335, a court may dissolve the LLC on application by or for a member when it is not reasonably practicable to carry on the business in conformity with the articles or operating agreement.

That decree sends the company into winding up under § 12:1334; it does not remove only the respondent while leaving the ordinary LLC intact.

Death, incompetence, and entity termination end membership

Section 12:1333 ends an individual’s membership at death or adjudicated incompetence and ends an entity member’s status at dissolution or termination, unless the articles, written agreement, or stated sole-member succession rule changes the result. The representative or successor is treated as an assignee, not automatically admitted as a member.

The current Chapter 22 list contains no bankruptcy, guardian-appointment, foreclosure, full-trust-distribution, or company-termination member-exit event. Merger economics instead follow the conversion terms in §§ 12:1358 and 12:1361.

Assignment does not itself transfer management

Section 12:1301(14) includes voting and management in the membership interest. La. R.S. § 12:1330 gives an unadmitted assignee only the assigned economics and no member rights or powers. La. R.S. § 12:1332 defaults admission to the other members’ unanimous written consent.

Chapter 22 supplies no lingering former-member agency rule or postexit-duty timeline. Any authority after status ends must come from another current legal source, not former membership alone.

Withdrawal carries a statutory fair-market-value default

Under § 12:1325(C), the written operating agreement controls the withdrawal distribution. If it does not provide otherwise, the LLC owes the fair market value of the member’s interest, measured on the withdrawal or resignation date, within a reasonable time.

The statute gives no fixed appraisal method, number of days for payment, installment rule, security requirement, or damages offset. This page does not calculate value or decide which agreement term controls.

Former-member records and public updates are limited

Section 12:1319 gives inspection, information, and accounting rights to a “member”; it states no continuing former-member access right. The LLC must keep a current internal list of members and managers.

La. R.S. § 12:1320 shields a member from company debts solely by status but preserves liability for that person’s fraud, professional breach, or other negligent or wrongful act. Withdrawal itself states no broader release.

Article 6 prescribes no public withdrawal filing. Under § 12:1308.1, the next annual report identifies members when management is reserved to members, but identifies managers when management is manager-vested. Withdrawal and judicial or voluntary dissolution under §§ 12:1334-1335 remain distinct.

What trips people up

• Term-company just cause is narrow. Section 12:1325 ties it to another member’s failure to perform an obligation.
• The 30-day notice has multiple recipients. It goes to the registered office plus every member and manager at record addresses.
• “Wrongful distribution” is not wrongful withdrawal. The similarly named § 12:1328 governs money or property distributed in violation of the Act.
• Death makes the representative an assignee. It does not automatically confer voting, management, or full member status.

Common questions

May a non-term member leave if the written agreement is silent?

Yes, on at least 30 days’ prior written notice delivered to every recipient and address specified in § 12:1325(B).

Can members vote to expel another member under the LLC statute?

Chapter 22 contains no general majority or unanimous statutory expulsion route.

Does withdrawal require the LLC to pay for the interest?

Unless a written operating agreement provides another distribution, § 12:1325(C) requires fair market value within a reasonable time.

Does a former member keep statutory inspection rights?

Section 12:1319 states rights for a current member and provides no separate former-member continuation.

Statutes and sources

• La. R.S. §§ 12:1301 and 12:1325 — member and interest definitions, term/non-term withdrawal, notice, and fair-market-value default. Official current § 12:1325 (accessed August 30, 2026).
• La. R.S. §§ 12:1318 to -1320 — voting, current-member information, and liability boundaries. Official current § 12:1319 (accessed August 30, 2026).
• La. R.S. §§ 12:1330 to -1333 — assignment, admission, continuing assignor status, and death/incompetence/entity-termination rules. Official current § 12:1333 (accessed August 30, 2026).
• La. R.S. §§ 12:1334 to -1335 and 12:1358 to -1361 — dissolution, judicial remedy, and merger-conversion boundaries. Official current § 12:1335 and § 12:1361 (accessed August 30, 2026).
• La. R.S. § 12:1308.1 — annual member-or-manager public reporting. Official current § 12:1308.1 (accessed August 30, 2026).
• Louisiana Revised Statutes Title 12 index — complete current Chapter 22 section list used to verify the absence of a separate dissociation or expulsion provision. Official Title 12 table of contents (accessed August 30, 2026).