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2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1309. Amendment of articles of organization

RS 12:1309 - Amendment of articles of organization
A. The articles of organization shall be amended when any of the following occurs:
(1) There is a change in the name of the limited liability company.
(2) There is a false or erroneous statement in the articles of organization.
(3) The members desire to make a change in any other statement in the articles of organization in order to accurately represent their agreement.
(4) In accordance with R.S. 12:1302(C)(2), the company ceases to be a low-profit limited liability company.
B. After an amendment has been adopted as provided by this Chapter, articles of amendment setting forth the amendment, the date, and manner of adoption thereof shall be executed in the limited liability company's name by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member of the limited liability company, if management of the limited liability company is reserved to the members. The articles of amendment shall be acknowledged by at least one of the persons who signed them or may be executed by authentic act. The secretary of state may prescribe and furnish forms for filing the amendment.
C. The articles of amendment shall be filed with the secretary of state. Articles of amendment may be delivered to the secretary of state for filing as of any specified date, and if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing. However, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of the acknowledgment or execution.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2010, No. 417, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1310. Certificates of correction

RS 12:1310 - Certificates of correction
A. If any instrument filed with the secretary of state under this Chapter contains an inaccurate record of the action therein referred to or has been defectively executed, the instrument may be corrected by the filing of a certificate of correction.
B. A certificate of correction shall set forth the following:
(1) The title of the instrument being corrected.
(2) The name of each party to the instrument being corrected.
(3) The date that the instrument being corrected was filed.
(4) The provision in the instrument as previously filed and as corrected and, if execution of the instrument was defective, the manner in which it was defective.
C. A certificate of correction shall not make any other change or amendment that would not have complied in all respects with the requirements of this Chapter at the time the instrument being corrected was filed.
D. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.
E. A certificate of correction shall not:
(1) Change the effective date of the instrument being corrected.
(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original instrument.
F. The certificate of correction shall be executed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members. The certificate of correction shall be acknowledged by at least one of the persons who signed it or may be in the form of an authentic act. The certificate of correction shall be filed with the secretary of state, who, after all taxes, fees, and charges have been paid as required by law, shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. The secretary of state may prescribe and furnish forms for filing the certificate of correction.
G. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in each office of the recorder of conveyances, if any, in which the instrument corrected thereby was required to be filed by this Chapter. In the case of a certificate of correction to an agreement or certificate of merger or consolidation authorized under this Chapter, a copy of the certificate of correction shall, within twenty days after filing thereof with the secretary of state, be mailed to each member or former member of any party to the merger or consolidation whose property rights are affected by the correction made therein.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §5, eff. June 27, 1995; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1310.1. Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence

RS 12:1310.1 - Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence
Whenever any immovable property is acquired by one or more persons acting in any capacity for and in the name of any limited liability company which has not been issued a certificate of organization as provided by law, and the limited liability company is subsequently issued a certificate of organization in accordance with the provisions of R.S. 12:1304, the limited liability company's existence shall be retroactive to the date of acquisition of an interest in such immovable property, but such retroactive effect shall be without prejudice to rights validly acquired by third persons in the interim between the date of acquisition and the date that the limited liability company was issued the certificate of organization.
Acts 2005, No. 136, §2, eff. June 22, 2005.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1311. Management by members

RS 12:1311 - Management by members
Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members, subject to any provision in a written operating agreement restricting or enlarging the management rights and duties of any member or group or class of members.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1312. Managers

RS 12:1312 - Managers
A. The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not, be members.
B. The articles of organization or an operating agreement may prescribe qualifications for managers.
C. The number of managers shall be specified in or fixed in accordance with the articles of organization or an operating agreement.
D. If a manager is listed in the articles of organization, an amendment thereto, or a supplemental report, a municipal address, which shall not be a post office box only, shall be indicated for each such manager.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1313. Election and removal of managers

RS 12:1313 - Election and removal of managers
If management is vested in one or more managers pursuant to R.S. 12:1312, then, unless otherwise provided in the articles of organization or an operating agreement:
(1) Election of managers to fill initial positions or vacancies shall be by plurality vote of the members.
(2) Any or all managers may be removed by a vote of a majority of the members, with or without cause, at a meeting called expressly for that purpose.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1315. Limitation of liability and indemnification of members and managers

RS 12:1315 - Limitation of liability and indemnification of members and managers
A. Subject to Subsection B of this Section, the articles of organization or a written operating agreement may:
(1) Eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314.
(2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.
B. No provision permitted under Subsection A shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1316. Voting by managers

RS 12:1316 - Voting by managers
Except as otherwise provided in the articles of organization or an operating agreement, if the limited liability company has more than one manager, each manager shall be entitled to a single vote on all matters properly brought before the managers, and all decisions of the managers shall be made by majority vote of the managers. In the absence of such a provision in the articles or operating agreement, no manager shall have the right to vote by proxy.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2014, No. 261, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1317. Agency power of managers or members

RS 12:1317 - Agency power of managers or members
A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, is a mandatary of the limited liability company for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables, unless such mandate is restricted or enlarged in the articles of organization or unless such member or manager lacks the authority to act for the limited liability company and the person with whom he is dealing has knowledge of the fact that he lacks such authority.
B. Persons dealing with a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, of the limited liability company shall be deemed to have knowledge of restrictions on the authority of such a member or manager contained in a written operating agreement if the articles of organization of the limited liability company contain a statement that such restrictions exist.
C. Persons dealing with a limited liability company may rely upon a certificate of any person named in the statement provided for in R.S. 12:1305(C)(5), or, if no such person or persons are so named, upon a certificate of one or more managers or members, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take actions referred to in R.S. 12:1318(B).
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1317.1. Company representation; state entities

RS 12:1317.1 - Company representation; state entities
Any representative of a limited liability company having five or fewer members shall have the consent of a majority interest of the members and evidence of such consent by authentic act in order to represent the company interest to any state agency, board, or commission or to represent the company interest at any hearing or proceeding held by any state agency, board, or commission.
Acts 2001, No. 1186, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1319. Records and information

RS 12:1319 - Records and information
A. Each limited liability company shall keep at its registered office the following:
(1) A current list of the full name and last known business address of each member and manager, if management is vested in one or more managers pursuant to R.S. 12:1312.
(2) Copies of records which would enable a member to determine the relative voting rights of the members.
(3) A copy of the articles of organization, together with any amendments thereto.
(4) Copies of the limited liability company's federal and state income tax returns and reports, if any, for the three most recent years.
(5) A copy of any operating agreement which is in writing.
(6) Copies of any financial statements of the limited liability company for the three most recent years.
B. Unless otherwise provided in the articles of organization or an operating agreement, a member may do any of the following:
(1) At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours.
(2) Obtain from time to time upon reasonable demand the following:
(a) True and complete information regarding the state of the business and financial condition of the limited liability company.
(b) Promptly after becoming available, a copy of the limited liability company's federal and state income tax returns for each year.
(c) Other information regarding the affairs of the limited liability company as is just and reasonable.
(3) Demand a formal accounting of the limited liability company's affairs whenever circumstances render it just and reasonable.
C. Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this Section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.
D. Except as otherwise provided in the articles of organization or an operating agreement, a limited liability company and its members, managers, and agents may recognize and treat a person registered on its records as a member, as such for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such membership interests. Rights under this Section shall not be affected by any actual or constructive notice which the limited liability company or any of its managers, members, or agents may have to the contrary.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1320. Liability to third parties of members and managers

RS 12:1320 - Liability to third parties of members and managers
A. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.
B. Except as otherwise specifically set forth in this Chapter, no member, manager, employee, or agent of a limited liability company is liable in such capacity for a debt, obligation, or liability of the limited liability company.
C. A member, manager, employee, or agent of a limited liability company is not a proper party to a proceeding by or against a limited liability company, except when the object is to enforce such a person's rights against or liability to the limited liability company.
D. Nothing in this Chapter shall be construed as being in derogation of any rights which any person may by law have against a member, manager, employee, or agent of a limited liability company because of any fraud practiced upon him, because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the limited liability company may have against any such person because of any fraud practiced upon it by him.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1321. Contributions to capital

RS 12:1321 - Contributions to capital
The contribution of a member to a limited liability company may take the form of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1322. Liability for contribution

RS 12:1322 - Liability for contribution
A. A promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member.
B. Except as provided in a written operating agreement, a member's obligation to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services shall not be discharged if he is unable to perform because of death, disability, or other reason. If a member does not make the required contribution of property or services, he or his personal representative is obligated, at his or his personal representative's option, to either contribute cash equal to that portion of value of the stated contribution which has not been made or forfeit his entire membership interest, or, in the case of a personal representative, forfeit all rights in such membership interest to which he may otherwise be entitled. However, a creditor of a limited liability company who extends credit after a member signs a writing which reflects the obligation and before any such election to forfeit the membership interests is made may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.
C. Unless otherwise provided in a written operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Chapter may be compromised only with the unanimous consent of the members. Notwithstanding such a compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation, after a member signs a writing which reflects the obligation and before the amendment or compromise, may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1323. Sharing of profits and losses

RS 12:1323 - Sharing of profits and losses
The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent the operating agreement does not so provide in writing, profits and losses shall be allocated equally among the members. The provisions of this Section regarding the allocation of losses shall not affect the limitations on the liability of members and managers set forth in R.S. 12:1320.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1324. Interim distributions

RS 12:1324 - Interim distributions
A. Except as provided in this Chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events provided in an operating agreement or as authorized by the members.
B. Interim distribution of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent such operating agreement does not so provide in writing, distributions shall be made equally to the members.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1325. Distributions upon withdrawal

RS 12:1325 - Distributions upon withdrawal
A. If a limited liability company has been constituted for a term, a member may withdraw without the consent of the other members prior to the expiration of the term, provided he has just cause arising out of the failure of another member to perform an obligation.
B. A member of a limited liability company not entered into for a term may withdraw or resign from a limited liability company at the time or upon the happening of an event specified in a written operating agreement and in accordance with the written operating agreement. If a written operating agreement does not specify the time or the events upon the happening of which a member may withdraw or resign, a member of a limited liability company not entered into for a term may resign or withdraw upon not less than thirty days prior written notice to the limited liability company at its registered office as filed of record with the secretary of state and to each member and manager at each member's and manager's address as set forth on the records of the limited liability company.
C. Except as otherwise provided in this Chapter, on withdrawal or resignation, a withdrawing or resigning member is entitled to receive such distribution, if any, to which the member is entitled under a written operating agreement and, if not otherwise provided in a written operating agreement, within a reasonable time after withdrawal or resignation, the fair market value of the member's interest as of the date of the member's withdrawal or resignation.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1326. Distribution in kind

RS 12:1326 - Distribution in kind
Except as provided in a written operating agreement, a member, regardless of the nature of the member's contribution, shall have no right to demand and receive any distribution from a limited liability company in any form other than cash. No member shall be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage in which the member shares in distributions from the limited liability company.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1328. Liability upon wrongful distribution

RS 12:1328 - Liability upon wrongful distribution
A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, who knowingly, or without the exercise of reasonable care and inquiry, votes for or assents to a distribution in violation of the articles of organization, an operating agreement, or R.S. 12:1327 shall be jointly and severally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating R.S. 12:1327, the articles of organization, or an operating agreement. Each member shall be liable to the limited liability company for the amount which the member received in violation of this Section.
B. Each member or manager liable under Subsection A of this Section for an unlawful distribution shall be entitled to a contribution from each other member or manager who could be held liable under such Subsection.
C. An action to enforce liability under this Section must be brought within two years from the date of which the effect of the distribution is measured under R.S. 12:1327, except that a member or manager held liable under Subsection A of this Section solely because of having voted for or assented to an unlawful distribution may bring an action to enforce his right of contribution under this Section within two years from the date of payment by the member or manager on account of such liability. These time limits shall not be subject to suspension on any ground, nor to interruption except by timely suit.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1330. Assignment of membership interest

RS 12:1330 - Assignment of membership interest
A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part. An assignment of a membership interest shall not entitle the assignee to become or to exercise any rights or powers of a member until such time as he is admitted in accordance with the provisions of this Chapter. An assignment shall entitle the assignee only to receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor was entitled to the extent assigned.
B. Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the membership interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
C. Unless otherwise provided in a written operating agreement and except to the extent assigned by agreement, until an assignee of a membership interest becomes a member, the assignee shall have no liability as a member solely as a result of such assignment.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1331. Rights of judgment creditor

RS 12:1331 - Rights of judgment creditor
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the membership interest. This Chapter shall not deprive any member of the benefit of any exemption laws applicable to his membership interest.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1332. Right of assignee to become a member

RS 12:1332 - Right of assignee to become a member
A. Except as otherwise provided in the articles of organization or a written operating agreement:
(1) An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited liability company unless the other members unanimously consent in writing.
(2) Until the assignee of an interest in a limited liability company becomes a member, the assignor shall continue to be a member.
B. An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this Chapter. Except as otherwise provided in the articles of organization or a written operating agreement, an assignee who becomes a member also shall be liable for any obligations of his assignor to make contributions under R.S. 12:1322 and to return under R.S. 12:1328(A) distributions received in violation of R.S. 12:1327. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time that he became a member.
C. Whether or not an assignee of a membership interest becomes a member, the assignor shall not be released from his liability to the limited liability company under R.S. 12:1322 and 1328.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1333. Powers of estate of a deceased or incompetent member

RS 12:1333 - Powers of estate of a deceased or incompetent member
A. Except as otherwise provided in the articles of organization, a written operating agreement, or as provided in R.S. 12:1333.1, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member's membership ceases and the member's executor, administrator, guardian, conservator, or other legal representative shall be treated as an assignee of such member's interest in the limited liability company.
B. If the last remaining member dies, the duly appointed executor or administrator of the member shall have the authority to sell any real estate owned by the limited liability company.
C. If the last remaining member is an individual and a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the curator of the member shall have the authority to sell any real estate owned by the limited liability company.
D. Except as otherwise provided in the articles of organization or a written operating agreement, if a member is a corporation, trust, or other entity and is dissolved or terminated, the member's membership ceases and the member's legal representative or successor shall be treated as an assignee of such member's interest in the limited liability company.
E. If all members die, the succession representative of any of the deceased members may petition the court for dissolution, windup, and liquidation of the limited liability company pursuant to R.S. 12:1334 et seq.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2014, No. 251, §1; Acts 2016, No. 170, §1; Acts 2022, No. 156, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1333.1. Single-member limited liability company; powers of the estate succession representative

RS 12:1333.1 - Single-member limited liability company; powers of the estate succession representative
A. Notwithstanding any provision of law to the contrary, the death of the member of a single-member limited liability company shall not result in the termination of the interest of the deceased single member in that limited liability company or in the termination of that limited liability company, but instead the interest of the member in the single-member limited liability company shall be fully heritable.
B. Unless otherwise provided in the articles of organization or a written operating agreement, and notwithstanding the provisions of R.S. 12:1333, upon the death of the member of a single-member limited liability company, the deceased member's properly appointed succession representative, on behalf of the deceased member's estate, may exercise all of the deceased member's rights for the purpose of settling or administering the member's estate, including all financial and management rights related to the single-member limited liability company held by the deceased member at the time of his death.
C. Unless otherwise provided in the articles of organization or a written operating agreement, once the deceased member's interest in a single-member limited liability company is transferred to any heir or legatee, as recognized by a judgment of possession, the heir or legatee shall have full rights of membership in the limited liability company, including all financial and management rights.
D. For purposes of this Section, a "single-member limited liability company" means a limited liability company that had no assignees and only one member at the time of the member's death.
E. The provisions of this Section shall be subject to and shall not supersede any rules, regulations, or laws governing or restricting the ownership or practice of any regulated industry or profession.
Acts 2022, No. 156, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1334. Dissolution

RS 12:1334 - Dissolution
Except as provided in the articles of organization or a written operating agreement, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) The occurrence of events specified in writing in the articles of organization or operating agreement.
(2) The consent of its members in accordance with R.S. 12:1318.
(3) Repealed by Acts 1997, No. 717, §2, eff. July 8, 1997.
(4) Entry of a decree of judicial dissolution under R.S. 12:1335.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1997, No. 717, §2, eff. July 8, 1997.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1335. Judicial dissolution

RS 12:1335 - Judicial dissolution
On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1335.1. Dissolution by affidavit

RS 12:1335.1 - Dissolution by affidavit
A. In addition to all other methods of dissolution, if a limited liability company is no longer doing business, owes no debts, and owns no immovable property, it may be dissolved by filing an affidavit with the secretary of state executed by the members or by the organizer, if no membership interests have been issued, attesting to such facts and requesting that the limited liability company be dissolved. Thereafter, the members, or the organizer if no membership interests have been issued, shall be personally liable for any debts or other claims against the limited liability company in proportion to their ownership interest in the company. The secretary of state may prescribe and furnish forms for filing the affidavit.
B. The secretary of state shall reinstate a limited liability company that has been dissolved pursuant to this Section only upon receipt of an order issued by a court of competent jurisdiction directing him to do so.
Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 1998, 1st Ex. Sess., No. 102, §1, eff. May 5, 1998; Acts 2016, No. 147, §1, eff. Feb. 1, 2017; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1336. Winding up

RS 12:1336 - Winding up
A. Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution the members shall wind up the limited liability company's affairs. The windup of the limited liability company's affairs may be conducted by appointment of one or more liquidators to conduct the windup and liquidation. However, such appointment shall not be operative until both of the following occur:
(1) Notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state.
(2) Articles of dissolution have been filed with the secretary of state in accordance with R.S. 12:1339.
B. However, any court of competent jurisdiction may wind up the limited liability company's affairs on application of any member or his legal representative or assignee or of any liquidator.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1337. Distribution of assets

RS 12:1337 - Distribution of assets
A. Upon the winding up of a limited liability company, any assets remaining after paying or adequately providing for the payment of all debts and liabilities of the limited liability company, including all costs and expenses of the liquidation and any and all contingent liabilities of which the members or liquidator has knowledge, shall be distributed as follows:
(1) Except as provided in the articles of organization or a written operating agreement, to members or former members in satisfaction of liabilities for distributions under R.S. 12:1324 or 1325.
(2) Except as provided in the articles of organization or a written operating agreement, to members and former members, first, for the return of their capital contributions, and secondly, respecting their membership interests, in the proportions in which the members share in distributions.
B. In the event that there are contingent liabilities for which provision has been made as above, the members conducting the dissolution or liquidator shall not be dismissed until the contingent liabilities and debts have been paid or settled in full.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1339. Articles of dissolution

RS 12:1339 - Articles of dissolution
A. Upon dissolution and the commencement of winding up of the limited liability company:
(1) Articles of dissolution shall be filed in the office of the secretary of state and set forth the following:
(a) The name of the limited liability company.
(b) The date of filing of its articles of organization and all amendments thereto.
(c) The reason for filing the articles of dissolution.
(d) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon filing.
(e) Any other information which the members or managers filing the certificate determine.
(2) If the notice provided for by R.S. 12:1336(A)(1) has not been published, a notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court, shall be published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located. A copy of such notice, with the affidavit of the publisher of the newspaper attesting to the fact of such publication attached, shall be filed with the secretary of state.
B.(1) The articles of dissolution shall be signed by one or more managers, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or one or more members, if management of the limited liability company is reserved to the members, acknowledged by one of the persons executing the articles and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him.
(2) The secretary of state may prescribe and furnish forms for filing the articles of dissolution.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1340. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

RS 12:1340 - Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
A. When a limited liability company has been liquidated completely:
(1) One or more members or the liquidator shall sign and acknowledge a certificate stating that the limited liability company has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for filing the certificate.
(2) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the limited liability company to be dissolved.
B. The certificate of the members or liquidator or the order shall be filed with the secretary of state who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law, shall record the same in his office and shall issue a certificate of dissolution of the limited liability company effective as of the date, which shall be stated therein, of filing of the certificate of the members or liquidator or the order.
C. Upon issuance of the certificate of dissolution, the separate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the limited liability company.
D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the members conducting the liquidation or liquidator, for the benefit of the persons entitled thereto, and be distributed accordingly.
E. Following cessation of the separate existence, the members conducting the liquidation or liquidator shall still have power to take all action required to preserve the interests of the limited liability company, its creditors, and members. The court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a liquidator or new liquidator for any proper purpose in case of the death, disability, or unwillingness to serve of the last previous liquidator or last member.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1341. Liability of members of dissolved limited liability companies

RS 12:1341 - Liability of members of dissolved limited liability companies
A. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company in an amount in excess of such member's pro rata share of the claim or the amount so distributed to him, whichever is less.
B. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company on which an action, suit, or proceeding has not begun prior to the expiration of the periods described in R.S. 12:1338(C) and (D).
C. The aggregate liability of any member of a dissolved limited liability company for claims against the dissolved limited liability company shall not exceed the amount distributed to him in dissolution.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1342. Admission of foreign limited liability company

RS 12:1342 - Admission of foreign limited liability company
No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. A foreign limited liability company shall not be denied a certificate of authority because the laws of the state or other jurisdiction under which such limited liability company is organized differ from the laws of this state. However, no foreign limited liability company shall be entitled to procure a certificate of authority to transact in this state any business that a limited liability company organized under this Chapter is not permitted to transact. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization, its internal affairs, and the liability of its managers and members that arise solely out of their positions as managers and members.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1343. Transactions not constituting transacting business

RS 12:1343 - Transactions not constituting transacting business
Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state for the purpose of being required to procure a certificate of authority pursuant to this Chapter by conducting any one or more of the following activities:
(1) Maintaining, defending, or settling any proceeding.
(2) Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own membership interests, or appointing or maintaining trustees or depositories with respect to those membership interests.
(5) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts, including all preliminary incidents thereto.
(6) Creating evidences of debt, mortgages, or liens.
(7) Securing or collecting debts or enforcing any rights in property securing the debts.
(8) Transacting any business in interstate or foreign commerce.
(9) Conducting an isolated transaction completed within thirty days, and not in the course of repeated transactions of like nature.
(10) Acquiring or disposing of property or a property interest, not as a part of any regular business activity.
Acts 1992, No. 780, §2, eff. July 7, 1992.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1344. Name of authorized foreign limited company

RS 12:1344 - Name of authorized foreign limited company
A certificate of authority shall not be issued to a foreign limited liability company unless the name of such company satisfies the requirements of R.S. 12:1306. If the name of a foreign limited liability company does not satisfy the requirements of R.S. 12:1306(A)(1), to obtain or maintain a certificate of authority, the foreign limited liability company may add the words "limited liability company" or the abbreviation "L.L.C." or "L.C." to its name for use in this state. If its real name is unavailable, the foreign limited liability company may add a distinguishing term upon the records of the secretary of state to its name for use in this state.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2018, No. 560, §2, eff. May 28, 2018.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1346. Issuance of certificate of authority

RS 12:1346 - Issuance of certificate of authority
If the secretary of state finds that the application for the certificate of authority conforms to law, that the nature of the business is lawful for a limited liability company in this state, and that all requisite fees have been paid, he shall do the following:
(1) Endorse on the application the word "Filed" and the date of the filing.
(2) File in his office an application.
(3) Issue a certificate of authority to transact business in this state to which he shall affix the other application, which shall be returned to the limited liability company or its representative.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.