Member Qualification Requirements for a Louisiana Limited Liability Company

By Salvatore Jackson

The Louisiana Civil Code permits the creation of limited liability companies, or LLCs. Although Louisiana utilizes a civil law system, as opposed to the common law system used by the other 49 states, a Louisiana LLC is virtually identical in legal status to LLCs formed in other states. A major benefit to forming a Louisiana LLC is the flexibility afforded LLC members to establish how they want the LLC to be structured and operated.

Member Requirements

The Louisiana Civil Code imposes few requirements on qualification for membership in an LLC. There is no citizenship requirement, for example, which means that both non-Louisiana residents and companies established in other states may be members of a Louisiana LLC. A person needs to be of at least 18 years old to be a member in a Louisiana LLC, and felons may be eligible for membership. LLC members may impose additional requirements on LLC members by drafting and executing an operating agreement.

Assignee Requirements

The Louisiana Civil Code imposes some requirements on an individual who wishes to become an LLC member through the process of assignment. An existing LLC member, called the assignor, may assign her interest in the LLC to another person or business, who is called the assignee, in exchange for valuable consideration. However, the assignee does not immediately become a member of the LLC after the interest in the LLC is assigned, as Louisiana law requires that LLC members unanimously approve the admission of the assignee to membership status.

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PLLC Member Requirements

The Louisiana Civil Code imposes significant restrictions on the membership in a professional limited liability company, or PLLC, which is an LLC organized for the purpose of providing professional services, such as medical care, legal representation or accounting services. A Louisiana PLLC is created by indicating on the articles of organization that the purpose of organizing the LLC is to provide professional services. The members of a PLLC cannot be another business, such as an LLC or corporation.

PLLC Licensure Requirements

The members of a PLLC must all be licensed practitioners in their field. However, the licensing requirements for different types of PLLCs vary by the type of professional practice rendered. For instance, the members of a Louisiana PLLC dedicated to providing legal services must be licensed lawyers, but they do not necessarily need to be members of the Louisiana State Bar Association. However, members of PLLCs organized for the purpose of providing medical services generally need to be licensed by the state of Louisiana. Similarly, members of a PLLC organized to provide dental care must be licensed by the Louisiana State Board of Dentistry.

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As part of registering with the Secretary of State in Louisiana, a limited liability company must list the names of its members and/or managers in its articles of organization. There are no officers in an LLC; the company is governed by the owners, who are known as members, and/or managers, who may be both. Once established, the LLC files an annual report that, among other things, states the governing bodies of the company. Any change in the status of these individuals must be reported by using a specific form provided by the secretary of state.

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