LLC Statement-of-Authority and Third-Party Reliance Requirements in Louisiana

At a glance

Requirements one by one

Louisiana combines filed articles with a separate reliance certificate

Under La. R.S. § 12:1305(C), the articles may state member authority limits, manager management and limits, or that a written operating agreement contains the restrictions. They also may name one or more managers, members, or other certifying officials and state that outsiders may rely on their certificate to establish membership, record authenticity, or any person's authority.

The articles are filed with the secretary of state under § 12:1304. They are signed by at least one person and acknowledged or executed by authentic act. Section 12:1317(C) then lets outsiders rely on the named certifier's later certificate.

Ordinary-course mandate excludes LLC immovables

Section 12:1312 lets the articles put management under one or more managers. Under § 12:1317(A), the relevant member or manager is the LLC's mandatary for ordinary-course business other than alienation, lease, or encumbrance of its immovables. The articles may restrict or enlarge the mandate; it also does not bind when the actor lacks authority and the person dealing with the actor knows that fact.

Section 12:1317(B) goes further than merely publishing a limitation. If the articles state that a written operating agreement contains restrictions, a person dealing with the relevant member or manager is deemed to know those restrictions.

The certificate can establish authority but is not a land-record statement

Under § 12:1317(C), outsiders may rely on a certificate by a person named in the articles' reliance statement. If no person is named, one or more managers or members may certify. The certificate may establish a member's status, record authenticity, or any person's authority, including authority for the actions in § 12:1318(B).

Those actions include alienating, leasing, or encumbering LLC immovables, which default to majority member approval unless the articles or a written operating agreement provide otherwise. Chapter 22 does not give the authority certificate a certified-copy land-recording or all-person constructive-notice effect.

Articles amendments carry the public authority changes

Under § 12:1309, the articles must be amended when members change a statement to accurately reflect their agreement. A manager signs for a manager- managed LLC or at least one member signs for a member-managed LLC; the filing is acknowledged or executed by authentic act and delivered to the secretary of state.

The filing fee for articles or amended articles is $125 under § 49:222(B)(1)(c) as amended by 2026 La. Acts 921, §§ 1-2, effective October 1, 2026. The act says, “(c) One hundred twenty-five dollars for filing and recording limited liability company articles of organization, amended articles of organization, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, merger proceedings, conversions, and certificates of correction.” Chapter 22 states no fixed term or renewal for the articles' authority provisions or the later certifier's certificate.

What trips people up

• The public and reliance records are different. Articles state limits and identify certifiers; the named person's later certificate is what § 12:1317(C) lets an outsider rely on.
• A reference to private restrictions has public consequences. If the articles say a written operating agreement contains restrictions, persons dealing with the relevant actor are deemed to know them.
• Immovables sit outside ordinary-course mandate. They also appear in the default member-approval list, so ordinary business authority cannot simply be carried over to land.
• The online compilation still shows the old fee. It displays $100 for articles or amendments, but 2026 Act 921 made the fee $125 on October 1, 2026.

Common questions

Must a manager be a member?

No. Section 12:1312(A) permits the articles to place management under one or more managers who may, but need not, be members.

When does an articles amendment take effect?

Section 12:1309(C) ordinarily makes it effective on filing. If filed within five days, excluding legal holidays, after acknowledgment or authentic-act execution, it relates back to that execution time; a filing date within 30 days after delivery may also be requested.

Statutes and sources

• La. R.S. § 12:1304 — filing and recording the articles and initial report. Official text (accessed October 2, 2026).
• La. R.S. § 12:1305 — required and optional articles content, authority limits, named certifiers, and certificate reliance. Official text (accessed October 2, 2026).
• La. R.S. § 12:1309 — articles-amendment triggers, signer, form, filing, and effectiveness. Official text (accessed October 2, 2026).
• La. R.S. § 12:1312 — articles-based manager management. Official text (accessed October 2, 2026).
• La. R.S. § 12:1317 — ordinary mandate, deemed knowledge, and certificate reliance. Official text (accessed October 2, 2026).
• La. R.S. § 12:1318(B) — default member approvals, including immovables. Official text (accessed October 2, 2026).
• La. R.S. § 49:222(B)(1)(c) and 2026 La. Acts 921 — the online compilation's former fee and the enacted $125 articles/amendment fee. Online compilation and enrolled act (accessed October 2, 2026).