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

Key sections of a Louisiana LLC operating agreement, listing the 7 provisions the document should cover.
What a Louisiana operating agreement should contain, section by section. Source: Louisiana Secretary of State.
Watch: Louisiana LLC Operating Agreement: What to Include (2026)

State Requirements

Special RulesLouisiana 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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Edmond Hui

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.

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