Louisiana Single-Member LLC Operating Agreement

The LLC is formed and governed under the Louisiana Limited Liability Company Law, La. R.S. 12:1301 through 12:1369. Unlike most states, Louisiana never adopted the Uniform LLC Act or RULLCA; its statute is a freestanding Louisiana creation drafted against the state's civil-law tradition, which is why concepts like an "incorporeal movable" membership interest (La. R.S. 12:1329) appear instead of the common-law "personal property" framing used elsewhere.

Louisiana LLCs are member-managed by default: the members run the business unless the articles of organization provide that one or more managers, who need not be members, will run it instead (La. R.S. 12:1311, 12:1312). The Operating Agreement should state which structure applies and, if manager-managed, how managers are elected and removed.

Louisiana lets the Operating Agreement set any allocation formula the members choose, but only if it is in writing. Absent a written allocation provision, La. R.S. 12:1323 allocates profits and losses equally among members, regardless of each member's capital contribution or ownership percentage, different from states that default to a contribution-proportional split.

The Operating Agreement must outline the process for distributions to members. Louisiana law prohibits distributions that would render the LLC insolvent.

Unless the articles of organization or a written operating agreement say otherwise, each member gets one vote and ordinary matters pass by majority vote. Louisiana law separately requires majority member approval for a specific list of major decisions regardless of management structure: dissolution, sale of substantially all assets, merger or consolidation, incurring debt outside the ordinary course of business, alienating, leasing, or encumbering the LLC's immovable property, and amending the articles or operating agreement (La. R.S. 12:1318).

Members (if management is reserved to members) or managers owe the LLC and its members a good-faith duty, judged by an ordinary-prudent-person standard, under La. R.S. 12:1314. Unlike some states, Louisiana allows the articles of organization or a written operating agreement to eliminate a member's or manager's personal liability for breach of that duty entirely, not just narrow it, except liability can never be eliminated for an improper financial benefit received or for an intentional violation of criminal law (La. R.S. 12:1315).

A membership interest is assignable by default, but an assignee does not become a member or gain any management or voting rights, only the assignor's right to distributions and allocations, unless all other members unanimously consent in writing (La. R.S. 12:1330, 12:1332).

If a written operating agreement doesn't specify when or how a member may withdraw, Louisiana's default rule allows a member to resign on not less than thirty days' prior written notice to the LLC. On withdrawal, absent a contrary written provision, the withdrawing member is entitled to the fair market value of their membership interest within a reasonable time (La. R.S. 12:1325).

A Louisiana LLC dissolves on the first of: an event the articles or operating agreement specify in writing, the consent of the members under La. R.S. 12:1318's voting rules, or a court decree of judicial dissolution under La. R.S. 12:1335. The Operating Agreement should specify which triggering events apply beyond these defaults.

Louisiana law requires every LLC to keep, at its registered office: a current list of members' and managers' names and addresses, records showing relative voting rights, a copy of the articles of organization, three years of federal and state tax returns, a copy of the operating agreement if one exists in writing, and three years of financial statements. Members may inspect and copy these records at their own expense during business hours (La. R.S. 12:1319).

The articles of organization or a written operating agreement may eliminate or limit a member's or manager's personal liability for monetary damages for breach of duty, and may provide for indemnification for judgments, settlements, penalties, fines, or expenses incurred because of their role. The two things that can never be waived: liability for an improper financial benefit received, and liability for an intentional violation of criminal law (La. R.S. 12:1315).

Unless the articles of organization or a written operating agreement provide otherwise, amending the articles of organization or the operating agreement itself requires a majority vote of the members (La. R.S. 12:1318(B)(6)).

Louisiana's operating-agreement statute singles out single-member LLCs for a written-form requirement: La. R.S. 12:1301(A)(16) defines a single-member LLC's operating agreement as necessarily a written agreement between the member and the company, unlike a multi-member LLC's agreement, which the same definition allows to be oral. A single member who never puts anything in writing has no "operating agreement" under Louisiana law at all, which means every other "unless otherwise provided in a written operating agreement" default in the statute applies automatically.

If the LLC will practice a licensed profession, Louisiana law governs it as a professional limited liability company under La. R.S. 12:982.1 (Professional Corporation Law, Title 12, Chapter 8), not under the general LLC chapter's foreign-entity provisions. TODO(source): confirm 12:982.1's specific ownership and management restrictions verbatim before publishing detailed substantive claims beyond this corrected citation.