Louisiana: LLC Operating Agreement Requirements

Requirements one by one

The agreement is optional, but form depends on the number of members

Louisiana forms an LLC by filing articles of organization and an initial report under La. R.S.
12:1304. Chapter 22 does not require a separate operating agreement. When the governing documents
do not replace a statutory default, the statute supplies the rule.

Section 12:1301(A)(16) recognizes a written or oral agreement among multiple members. For a
single-member LLC, however, the definition requires a written agreement between the member and the
company. The LLC Act states no general signature, witness, acknowledgment, or notary requirement
for the agreement itself. A contribution promise is different: § 12:1322 requires a writing signed
by the contributing member.

Many important changes work only in writing

Louisiana's recognition of an oral multi-member agreement does not make oral terms equally effective
for every subject. A written operating agreement is required to alter the member-management rights
in § 12:1311, member voting in § 12:1318, profit-and-loss allocations in § 12:1323, distribution
shares in § 12:1324, assignee admission in § 12:1332, and the listed dissolution and winding-up
defaults.

The Act states no agreement-adoption deadline and no rule making an agreement effective before the
LLC exists. Section 12:1304 ordinarily starts separate existence when the articles are filed, with
a limited relation-back rule when filing occurs within five days after acknowledgment or authentic-
act execution.

Member management is the default; manager management belongs in the articles

Section 12:1311 defaults management to the members. A written agreement may restrict or enlarge
their management rights and duties. To make the LLC manager-managed, § 12:1312 requires the articles
of organization to provide for management by one or more managers; the agreement can then address
manager qualifications and number.

Under § 12:1317, each governing member or manager is the LLC's mandatary—Louisiana's civil-law
agency role—for ordinary-course business other than alienating, leasing, or encumbering immovables.
A written-agreement authority restriction creates deemed notice to outsiders only if the articles
state that such restrictions exist.

One-member-one-vote and equal economics are the defaults

Section 12:1318 gives each member one vote and uses majority vote for member decisions. The same
default majority approves dissolution, substantially-all-assets transfers, merger, extraordinary
debt, transactions involving company immovables, and amendment of the articles or operating
agreement. A written agreement or the articles may provide different voting rights subject to the
interested-transaction rule.

Sections 12:1323 and 12:1324 default profits, losses, and interim distributions to equal shares.
Percentage interests, capital-weighted allocations, or a distribution waterfall therefore replace
the statute rather than restating it, and must be written to displace the equal-share rules.

Assignment transfers economics before membership

Section 12:1330 lets an assignee receive the assigned distributions, profits, losses, and tax items,
but not member powers. Unless the articles or a written agreement provide another route, § 12:1332
requires every other member's written consent before the assignee becomes a member or participates
in management. Until then, the assignor remains a member.

Louisiana's Act does not separately deem the LLC, later members, managers, or assignees to assent to
an unsigned agreement. The single-member definition instead describes a written agreement “between
the member and the company,” and assignee rights remain governed by §§ 12:1330 and 12:1332 until
admission.

Duties can be limited, but statutory floors remain

Section 12:1314 imposes fiduciary status, good faith, an ordinary-prudent-person care standard, and
an accounting duty for unauthorized benefits. Monetary liability generally begins at gross
negligence or more serious conduct.

The articles or a written agreement may limit monetary liability and provide indemnification under
§ 12:1315. They cannot eliminate liability for a financial benefit the person was not entitled to
receive or an intentional criminal-law violation. The Act also preserves distribution-solvency and
wrongful-distribution rules, claims for fraud or professional and other negligent or wrongful acts,
and a member's ability to seek judicial dissolution when business cannot reasonably continue under
the governing documents.

Agreement amendment, public filing, and records are separate questions

Unless a written agreement or the articles provide otherwise, § 12:1318(B)(6) uses majority member
vote to amend either document. The operating agreement itself is private. An articles amendment is
executed, acknowledged or made by authentic act, and filed with the secretary of state under
§ 12:1309.

Section 12:1319 requires the LLC to retain any written operating agreement at its registered office,
along with the articles, voting-right records, three years of tax returns, and three years of
financial statements. Member inspection, information, and accounting rights apply unless the
articles or an operating agreement provide otherwise.

What trips people up

• A multi-member oral agreement can exist, but it cannot replace many of the most important voting,
  economic, liability, admission, and dissolution defaults unless the term is written.
• A sole-member agreement is not oral under the statutory definition; it must be a written agreement
  between the member and the LLC.
• Selecting manager management in a private agreement is incomplete unless the articles also provide
  for manager management.
• “Majority” and “equal” are headcount defaults, not automatic percentage-interest rules.
• A private authority restriction does not itself give outsiders deemed notice; the articles must
  flag the restriction under § 12:1317(B).

Statutes and sources

• La. R.S. 12:1301(A)(10), (16), 12:1304–1305, and 12:1309. Agreement definition
  and form, formation and effective time, articles content, and public amendments. Official
  § 12:1301, official § 12:1304,
  and official § 12:1305 (accessed July 26, 2026).
• La. R.S. 12:1311–1319. Member and manager management, duties, liability limits,
  authority, voting, amendment, and records. Official § 12:1311,
  official § 12:1314, and official
  § 12:1318 (accessed July 26, 2026).
• La. R.S. 12:1320, 12:1322–1324, and 12:1327–1328. Liability shield and retained
  claims, signed contribution promises, equal economics, and distribution limits. Official
  § 12:1320, official § 12:1323,
  and official § 12:1327 (accessed July 26, 2026).
• La. R.S. 12:1330, 12:1332, and 12:1334–1336. Assignment, assignee admission,
  dissolution, judicial dissolution, and winding up. Official § 12:1330,
  official § 12:1332, and official
  § 12:1334 (accessed July 26, 2026).