Louisiana Limited Liability Company Law

By Holly Cameron

A limited liability company (LLC) is a hybrid corporate entity that combines characteristics from both partnerships and traditional corporations. In Louisiana, anyone may form a limited liability company by filing the appropriate documentation with the Secretary of State and paying a fee. The Secretary of State will issue a Certificate of Organization, which is conclusive evidence of the formation of the company. The relevant legal provisions regulating limited liability companies are contained in Chapter 22 of Title 12 of the Louisiana Revised Statutes.

Name

In Louisiana, the name of an LLC must contain the words “limited liability company,” or the abbreviations “LLC” or “L.C.” The name should be distinguishable from that of any other LLC registered in Louisiana. It is possible to reserve a name for a period of 60 days by filing an application with the Secretary of State and paying a fee of $25. If good cause is shown, two further 30 day extensions may be granted at no extra charge.

Articles of Organization

In order to form an LLC, Articles of Organization must be filed with the Commercial Division of the Secretary of State. The articles must state the purpose of the LLC, although it is permissible to use the phrase, “any or all lawful conduct for which a limited liability company may be organized.”

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Management

An LLC may be formed with one or more members; each member can be either a natural person or a business entity. Depending on its size and complexity, the company may be managed by either the members or persons appointed as managers. Both members and managers are deemed to stand in a fiduciary relationship to the LLC and must act in good faith and with the diligence, care, judgment and skill of an ordinary prudent person in similar circumstances.

Registered Agent

Each LLC incorporated in Louisiana must have a registered agent with an address in the state. The registered agent is the person or entity upon whom official state correspondence is to be served. The registered agent can be an individual or a business entity. Each LLC must also have a registered office in Louisiana.

Continuing Obligations

Every LLC must file an annual report with the Secretary of State, detailing the registered office, the registered agent, the managers and the members. Records of the full names and addresses of members and managers must also be kept at the registered office for inspection, together with income tax returns and reports, as well as any other financial statements.

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References

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