Protected and Registered Series LLC Formation Requirements in Louisiana
At a glance
| Governing act and covered entity | La. R.S. 12:1301-1369, Chapter 22; domestic LLC is an entity organized under this chapter (§ 12:1301(A)(10)). |
|---|---|
| Domestic series route | No domestic series route in current Title 12/Chapter 22; § 12:1304(A) forms an ordinary LLC by filing articles and initial report. |
| Parent LLC authorization and notice | Ordinary articles state LLC name, purpose, and low-profit status (§ 12:1305(B)); operating agreement governs company affairs (§ 12:1301(A)(16)); series notice N/A. |
| Who creates a series and when | N/A to domestic series; one or more persons capable of contracting file ordinary articles and initial report (§ 12:1304(A)). |
| Series-level public filing | N/A to domestic series; § 12:1305(A), (E) governs ordinary articles execution and initial-report signature. |
| Series name | N/A to domestic series; ordinary articles state the LLC name (§ 12:1305(B)(1)). |
| Records and associated assets | N/A to domestic series; § 12:1305 addresses ordinary LLC formation records, without series asset-association rules. |
| Statutory asset segregation | N/A to domestic series; § 12:1301(A)(10) defines the domestic LLC under Chapter 22. |
| Changes and termination | N/A to domestic series; ordinary articles may include other lawful provisions (§ 12:1305(C)(6)). |
| Outside scope and effect limits | This domestic-formation finding does not decide foreign-series treatment, tax, bankruptcy, contracts, or actual creditor recovery. |
Ordinary LLC procedure under current Title 12
La. R.S. 12:1301(A)(10) defines a domestic LLC as an entity organized under Chapter 22. Under § 12:1304(A), one or more persons capable of contracting file articles of organization and an initial report to form the company. Section 12:1305(A) requires execution of the articles; § 12:1305(B) calls for the LLC name, purpose, and low-profit status. Section 12:1305(E) specifies who signs the initial report. Section 12:1301(A)(16) defines the operating agreement as an agreement about the LLC's affairs and business.
The current official Title 12 index and Chapter 22's formation and articles provisions contain no domestic protected-, registered-, or designated-series route. They do not prescribe a series designation filing, a series asset-association record, or a statutory limitation between a parent and its series.
What trips people up
Section 12:1305(C)(6) permits other lawful provisions in ordinary LLC articles. It does not itself establish a domestic series procedure or asset-segregation rule. The company agreement defined in § 12:1301(A)(16) likewise addresses the LLC's affairs and business; contractual effects require separate analysis.
Common questions
Do ordinary articles create a filed protected series?
No. Section 12:1304(A) forms the LLC through articles and an initial report; current Chapter 22 adds no domestic series-level formation record.
Does an operating agreement alone create statutory series segregation?
The operating agreement under § 12:1301(A)(16) concerns the LLC's affairs. Current Chapter 22 does not establish a separate statutory series asset limitation through that agreement.
Statutes and sources
- Louisiana Revised Statutes, Title 12 index and Chapter 22, including §§ 12:1301, 1304, and 1305; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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