Louisiana LLC Operating Agreement: What to Include
Protect your business with a comprehensive operating agreement tailored to Louisiana's unique LLC laws and requirements.
By Edmond Hui · Last updated: October 2026
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Form your LLC with Northwest ($39 + state fee)Includes a year of registered agent service. After year one, registered agent service is $125/yr. That enrolls you by default in annual report filing at $100 plus state fees, charged automatically to your saved payment method and cancellable any time.Not sure which service is right? Compare formation services →

State Requirements
| Special Rules | Louisiana follows civil law traditions rather than common law, which can affect contract interpretation. Operating agreements should clearly define terms to avoid ambiguity under Louisiana's civil code. |
What to Include in Your Operating Agreement
Ownership & membership
Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Louisiana LLC.
Management structure
Specify whether your LLC is member-managed or manager-managed and outline the roles and responsibilities of each party. Louisiana law allows flexible management structures.
Voting rights
Establish voting procedures for major business decisions, including what constitutes a quorum and what percentage of votes are needed for different types of decisions.
Profit/loss allocation
Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This affects both business operations and tax reporting.
Member duties
Outline the responsibilities, obligations, and restrictions for each member, including non-compete clauses and fiduciary duties.
Dissolution process
Establish the procedures for dissolving the LLC, including triggering events, asset distribution, and compliance with Louisiana's dissolution requirements.
Amendment procedures
Define how the operating agreement can be modified, including required approvals and documentation procedures to ensure all changes are legally binding.
Frequently Asked Questions
Sources
6 documents
Each entry below is a document recorded in our verified Louisiana sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.
- Louisiana statute: Louisiana Revised Statutes § 12:1301 et seq. (LLC Act)
- Louisiana statute: Louisiana Revised Statutes § 12:1302 (operating agreement amendments)
- Louisiana statute: La. R.S. 12:1301 et seq. (Limited Liability Company Law)
- Louisiana Civil Code: La. C.C. Article 1833 (authentic act)
- Louisiana statute: Louisiana Revised Statutes Title 12, Chapter 12 (default LLC statute)
- sos.la.gov/business-servicesLouisiana Secretary of State: business entity filings
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Form your LLC with Northwest ($39 + state fee)Includes a year of registered agent service. After year one, registered agent service is $125/yr. That enrolls you by default in annual report filing at $100 plus state fees, charged automatically to your saved payment method and cancellable any time.Not sure which service is right? Compare formation services →

Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.