The Louisiana LLC operating agreement is legal document that is used by sole proprietors or multiple member management within companies, to set forth the policies and standard operating procedures, as well, providing an outline of the various daily activities of the company. The State of Louisiana does not impose any regulation stating that any business must have the document in their possession in order to conduct business within the State. However, without the document, an owner or members of a multiple member business will risk personal property and financial accounts, should they elect not to implement the document, when presented with litigation or any business failure. As well, absence of the document will deny the company/entity the ability to receive tax incentives for the ownership or members.
The owner/members should take the time to review the document carefully to determine whether or not they are clear with the legalities. If not, they may wish to consider a proper consultation with an attorney for assistance and clarification.
Table of Contents
Multi-Member – To be used by companies who shall include more than one (1) member to operate and manage the entity.
Single-Member – To be executed by a sole proprietor for the purpose of outlining company policies and procedures.
All LLC filings in Louisiana will be handled by the Secretary of State, and it is with the State’s offices that you should conduct a to check the availability of your business name. The State will not accept applications submitted under an operating name that is already in their records. After confirming the availability of the name you, may commence the filing process.
Step 1 – Select an Agent
Business registrations in Louisiana will require the nomination an agent, often referred to as a Registered Agent or Statutory Agent, to act as a contact for government correspondence or legal action against the LLC. The agent may be a:
- Person of legal age who resides in the State
- Company registered to do business in the State
Some LLCs may need to employ an organization that supplies agent services. If you would like a list of companies that provide this service, you may send a request to the .
Step 2 – Which LLC Type
Choose which entity type you would like to file:
- Domestic – Create a new LLC in Louisiana
- Foreign – Register a preexisting LLC in Louisiana, formed out-of-state
Step 3 – Complete the Application
There are two methods of application available to you; *online and Adobe PDF. From the following list of options, choose the one that you would like to use to file your application:
*An with the Secretary of State must be created in order to access the online filing system.
Step 4 – Filing Fee
You will be required to supply a filing fee after filling in your application. Domestic LLCs must pay $100 while the fee for a Foreign LLC is $150. If applying online, an additional $5 will be added to your total.
Step 5 – Submit your Application
Online applications will be sent to the Secretary of State upon payment of the filing fee. Applications filed via Adobe PDF must be sent to the below address. Note that Foreign LLCs must include a Certificate of Existence (a.k.a Certificate of Good Standing) issued by the proper authority in the initial jurisdiction and dated within ninety (90) days of filing.
P. O. Box 94125, Baton Rouge, LA 70804-9125
Step 6 – Operating Agreement
It is recommended that all LLCs implement an operating agreement upon completion of their filing with the Secretary of State. The form is not required, though it is essential in providing legal evidence that the assets accrued by the LLC are entirely separate from those earned by the managing member(s).
Step 7 – Employer Identification Number (EIN)
Issued by the Internal Revenue Service, the Employer Identification Number (EIN) is used to identify a business for tax purposes. An EIN will allow your business to legally pay employees, request loans from financial institutions, and apply for company credit cards. To apply, submit Form SS-4 or complete the .
Step 1 – To Establish the Document – Enter the company name in the line at the top of the document.
Step 2 – The Agreement – Submit the date the members enter into the agreement.
- Select the box that’s applicable
- Provide the required information behind each selected box:
- Single-Member – Enter the company and state where the company shall reside. Enter the owner’s name. Enter the owner’s business address
- Multi-Member – Enter the name and address of each member
Step 3 – Name and Principal Place of Business – Provide the following:
- The company name
- The company address
- The city of the business address
Review the remaining information in this section. Submit all requested information as required:
- Submit the date of the company’s formation, in dd/mm/yy format
- Read the information within these two titles titles:
Member Capitol Contributions –
- Check the box that shall apply
- Single-Members – Read the information
- Multi-Members – Submit each member’s name and contribution
- Members must review the remaining information
Distributions – The members must read all the information contained within this title.
- Check the appropriate box
- Single-Members – Read the information behind the box
- Multi-Members – Enter each member’s name. Provide each member’s Percentage of Interest
- Members must continue to read the remaining information
Step 4 – Books, Records and Tax Returns –
- Check an appropriate box
- Review all information behind the box selected
Continue to review all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read all of the information provided under this title
- Multi-Members – Read the information beyond the box
- Provide the limits into each line provided
Step 5 – Titled Sections – Members will check the box (if applicable) and read the information as follows:
- Meetings of Members – Select and submit a date when all members should expect to meet, annually
- Assignment of Interests
- Ownership of Company Property (Single-Member) – Check the box, read the information
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box, review all of the information behind the respective box
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter the name of the company and an effective date, in dd/mm/yyyy format
- Indemnification (Single-members)
Step 6 – Signatures –
- Submit the date of the execution of the document (agreement), in dd/mm/yy format
- Submit the name of the company
- Provide the signature of a company representative
- Members must enter signatures
- At the point that the document is complete, copies must be provided to all members/owners for personal record keeping purposes.