LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Louisiana

At a glance

Requirements one by one

Articles and a written agreement can change the defaults

La. R.S. §§ 12:1311 to 12:1313 default the LLC to member management but permit the articles to choose one or more managers. A written operating agreement may restrict or enlarge management rights, and the articles or agreement may change the manager election and removal rules.

Members elect managers to initial positions and vacancies by plurality. They remove any or all managers by majority, with or without cause, at a meeting called expressly for removal.

Every member has one vote by default

Under La. R.S. § 12:1318(A)-(D), each member casts one vote and a majority of members decides. The articles or a written operating agreement may create other member voting rights consistent with the interested-transaction rule.

The majority default expressly reaches six major categories even when managers run the company: dissolution and winding up; transfer of all or substantially all assets; merger or consolidation; outside-course debt; alienation, lease, or encumbrance of immovables; and articles or agreement amendment.

For an interested transaction, approval uses a member majority without the interested member's vote after the stated disclosure, although interested members may count toward the meeting quorum.

Manager voting is a separate contrast

La. R.S. § 12:1316 gives each of multiple managers one vote and uses a manager majority unless the governing documents say otherwise. Managers have no proxy-voting right by default. Those manager rules should not be substituted for § 12:1318's member proxy provisions.

The LLC Law does not supply a general meeting code

Section 12:1313 requires an express-purpose meeting for manager removal, but the current Part III provisions state no general member-meeting caller, notice content or timing, waiver, quorum threshold, adjournment, annual meeting, location, or record date. Section 12:1318(C)'s conflict rule only says interested members may count for that transaction's quorum.

The provisions likewise state no conference-call, video, remote-presence, communications, voter-identification, or retained-remote-vote standard.

Member proxies have detailed form and timing rules

La. R.S. § 12:1318(E)(1)-(6) requires a written, signed proxy authorization filed at the registered office at or before the meeting. A proxy is revocable at will unless validly otherwise provided; it defaults to 11 months, may state another definite period, and can never exceed three years.

Revocation requires written office notice or a later proxy filed at or before the meeting. Member death does not revoke unless written notice reaches the registered office before exercise. A facially regular signed proxy is presumed valid unless challenged before voting, with the challenger bearing invalidity.

The member may also use an authorized electronic transmission containing information from which authorization can be determined. A complete copy, facsimile, or reliable reproduction may replace the original.

Proxy transmission is not written member consent

Section 12:1318 regulates votes brought before members and meeting proxies. It states no general route for member action without a meeting and no written or electronic consent, delivery, collection period, counterpart, revocation, or future-time/event mechanism. The electronic rules apply to proxy authorization, not to an independent no-meeting consent.

The Part III provisions also state no general post-action notice to nonconsenting or nonvoting members and no member vote/consent retention period.

What trips people up

• Major actions still use a majority by default. Louisiana does not impose unanimity on the six § 12:1318(B) categories.
• Election and removal differ. Managers are elected by plurality but removed by majority at an express-purpose meeting.
• Member and manager proxies differ. Members have a detailed statutory proxy route; multiple managers have no proxy right by default.
• Electronic proxy authorization is not electronic consent. It authorizes a proxy for meeting voting and does not create no-meeting member action.

Common questions

Does each Louisiana LLC member get one vote?

Yes under the default. The articles or a written operating agreement may create other voting rights consistent with the interested-transaction rule.

May a proxy last longer than 11 months?

It may state another definite period, but an outstanding proxy can never be valid for more than three years.

Does a member's death revoke the proxy?

Not unless written notice of death reaches the registered office before the proxy authority is exercised.

May members approve action by email without a meeting?

The LLC Law states no general electronic or no-meeting member-consent route. Check the governing documents and other applicable law.

Statutes and sources

• La. R.S. 12:1311-1313 and 12:1316 — management model, document hierarchy, manager election/removal, express-purpose removal meeting, and manager voting/proxy contrast. Official § 12:1313 (all cited sections accessed August 30, 2026).
• La. R.S. 12:1318 — one-member-one-vote, majority decisions and major categories, other voting rights, interested-transaction quorum, and detailed written/electronic proxy rules. Official current text (accessed August 30, 2026).