Louisiana · Operating agreement
Louisiana LLC operating agreement
What Louisiana's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Louisiana operating agreementWhat Louisiana’s LLC act says
Louisiana calls the document an operating agreement. The definition says it memorializes the affairs of the company and the conduct of its business. 3
Louisiana defines an operating agreement as any agreement of the members, written or oral. For a company with one member, the definition covers only a written agreement between the member and the company. 3
What Louisiana’s act does not let an agreement change:
- Cannot limit liability for a financial benefit the person was not entitled to 4
- Cannot limit liability for an intentional violation of a criminal law 4
One-member company. For a Louisiana company with a single member, the definition of operating agreement covers a written agreement between that member and the company. 3
What happens with no agreement
Louisiana LLCs are managed by the members unless the articles of organization say otherwise. A written operating agreement can restrict or enlarge the management rights of members. 2
Louisiana divides profits and losses as a written operating agreement says. To the extent the agreement does not say so in writing, the members share them equally. 1
What the template covers in Louisiana
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Louisiana’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Louisiana LLC
You form a Louisiana LLC by filing with Louisiana’s Secretary of State.
The Louisiana annual report is due by your formation anniversary date. 5
Search the Louisiana business records at the Secretary of State before you file: Louisiana entity search.
The operating agreement for a Louisiana LLC is separate from the Louisiana formation filing. Louisiana lists a written operating agreement among the records a company keeps at its registered office. The section lists it with the articles of organization, tax returns and financial statements. 6
Common questions
Is an operating agreement required for an LLC in Louisiana?
Louisiana's LLC law does not tell a company to adopt an operating agreement. Where the written agreement does not cover profits, the law itself splits them equally among the members. 1
Is there a Louisiana LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Louisiana LLC have an operating agreement?
For a Louisiana company with a single member, the definition of operating agreement covers a written agreement between that member and the company. 3
Does a Louisiana operating agreement need to be notarized?
None of the Louisiana rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Louisiana operating agreement, and is it filed?
Louisiana lists a written operating agreement among the records a company keeps at its registered office. The section lists it with the articles of organization, tax returns and financial statements. 6
Also in Louisiana
Sources 7 links, checked Oct 4, 2026 to Nov 13, 2026
- Louisiana LLC act, R.S. 12:1323 legis.la.gov, checked Nov 13, 2026
To the extent the operating agreement does not so provide in writing, profits and losses shall be allocated equally among the members.
- Louisiana LLC act, R.S. 12:1311 legis.la.gov, checked Nov 13, 2026
Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members
- Louisiana LLC act, R.S. 12:1301 legis.la.gov, checked Nov 13, 2026
memorializing the affairs of a limited liability company and the conduct of its business
- Louisiana LLC act, R.S. 12:1315 legis.la.gov, checked Nov 13, 2026
No provision permitted under Subsection A shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.
- Louisiana annual report legis.la.gov, checked Oct 4, 2026
- Louisiana LLC act, R.S. 12:1319 legis.la.gov, checked Nov 13, 2026
A copy of any operating agreement which is in writing.
- Official state fee schedule for LLC filings static.sos.la.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Louisiana’s rules. It is not legal or tax advice.
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