A Louisiana LLC operating agreement is a legal document that establishes and outlines the ownership structure, policies, and procedures of a limited liability company (LLC) in Louisiana. The agreement, while not required by state law, can prevent disputes and protect owners’ assets from any claims made against the company. Every member should keep a copy of the agreement on file.

By Type (2)

Single-Member LLC Operating Agreement

Download: Adobe PDF, MS Word

Multi-Member LLC Operating Agreement

Download: Adobe PDF, MS Word

How to Form an LLC in Louisiana

• • Filing fee: $100 (domestic), $150 (foreign)
  • Processing time: Up to 20 business days. Expedited 24-hour processing can be ordered with a payment of $30, and for $50, applications will be processed in 2-4 hours.

1. Choose a Name

The first step is to reserve the name of the LLC. Check the state’s Commercial Database to determine whether the desired name is already registered to another entity. A name can be reserved by mailing or faxing a name reservation application and payment for the filing fee. The name can be reserved for 120 days.

2. Choose an LLC Type

Domestic LLC – For an LLC located within Louisiana.

• Online Filing – Create a geauBIZ account, then follow the prompts to file Articles of Organization online.
• Paper Filing – Enclose payment for the filing fee with a completed Articles of Organization form and return to Commercial Division, P.O. Box 94125, Baton Rouge LA 70804. Make checks payable to the Secretary of State.

Foreign LLC – For an LLC located outside Louisiana.

• Online Filing – Create a geauBIZ account, then follow the prompts to file Articles of Organization online.
• Paper Filing (Form SS972) – Complete an Application for Authority to Transact Business in Louisiana and send, together with payment for the filing fee, to Commercial Division, P.O. Box 94125, Baton Rouge LA 70804. Make checks payable to the Secretary of State.

3. Post-Formation

Once the paperwork has been processed, the next steps are to complete the following forms:

• LLC Operating Agreement – This agreement will outline and clarify the company’s policies, procedures, and ownership structure.
• Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.

Name Reservation

• Filing fee: $25

A name can be reserved for 120 days while LLC paperwork is being filed and processed (§ 1-402). A name can be reserved by mailing or faxing a name reservation application to the Secretary of State; online filing is not available.

• Paper Filing (Form SS398) – A completed Reservation of Corporate/Limited Liability Company/L3C/Partnership Name form, plus payment for the filing fee, can be mailed to Commercial Division, P.O. Box 94125, Baton Rouge LA 70804. Make checks payable to the Secretary of State.

Renewing an LLC (Annual Report)

Filing fee: $30

State statute requires LLCs to file annual reports each year on or before the anniversary of the date the LLC was registered with the Secretary of State (§ 1-1621).

Dissolving an LLC

Filing fee: $100

An LLC can be terminated through the filing of an Affidavit to Dissolve Limited Liability Company (§ 1335.1).

• Online Filing – Sign into geauxBIZ and follow the prompts to file an affidavit online.
• Paper Filing (Form SS368) – An affidavit must be completed, signed in the presence of a notary public, and filed with the Secretary of State’s Office. The form and payment for the filing fee can be mailed to Commercial Division, P.O. Box 94125, Baton Rouge LA 70804.

Statutes

• Business Corporation Act – Title 12

“LLC Operating Agreement” Definition

• RS 12:1301

“Operating agreement” means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business.