Louisiana LLC Operating Agreement: Free Guide (2026)
R.S. 12:1301(16) recognizes written or oral member agreements. For a single-member LLC, the definition specifies a written agreement between the member and company. Keep the actual adopted terms with company records. This guide offers free national templates and a clause checklist.
R.S. 12:1301(16) recognizes written or oral member agreements. For a single-member LLC, the definition specifies a written agreement between the member and company. Keep the actual adopted terms with company records. Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
- Required by Louisiana?
- No
- Filed with the state?
- No — internal
- Default voting rule
- 1 vote per member
- Community property?
- Yes — address it
- Banks ask for it?
- Usually yes
- Cost (template)
- $0
Why the Agreement Matters More in Louisiana
Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
- One member, one vote — regardless of investment. Under La. R.S. 12:1318, if you contributed 80% of the capital and your partner contributed 20%, the default still gives you equal votes, and major decisions pass by majority. Only a written agreement changes that.
- Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
- Civil-law framework. Louisiana contract and property concepts descend from the Napoleonic Code, not English common law. Generic 50-state templates sometimes use terminology that maps poorly — worth a Louisiana-aware template or review.
R.S. 12:1301(16) recognizes written or oral member agreements. For a single-member LLC, the definition specifies a written agreement between the member and company. Keep the actual adopted terms with company records. Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
Build Your Clause Checklist
Louisiana Community-Property Clause Planner
3 questions · custom checklist with community-property provisions · educational, not legal advice
Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
The Core Sections Every Louisiana Agreement Needs
Formation, purpose & registered agent
Name, approval date (your anniversary), principal office, agent details, and a broad purpose clause.
Ownership & contributions
Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
Voting — override R.S. 12:1318
Replace one-member-one-vote with voting by ownership percentage (or your custom scheme), and set thresholds for major decisions.
Profit & loss allocation
How profits split and when distributions happen — by percentage or a documented custom formula.
Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
Right of first refusal, valuation method, and triggers: exit, death, disability — and divorce, with spousal consent provisions where members are married.
Dissolution & wind-down
What ends the company and how remaining assets are distributed under Louisiana law.
Plus: tax classification and representative, banking authority, indemnification, amendment procedure, and severability. Start from our free template in the national operating agreement guide and adapt the Louisiana provisions above.
The Community Property Provisions, Specifically
- Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
- Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
- Separate any financial or marital-property interest from admission as a member and management authority. R.S. 12:1332 governs assignee admission; record the applicable consent and obtain advice for marital-property arrangements.
- Economic-rights-only fallback: any involuntary transferee receives economic rights only — no voting, no management.
Single-Member LLCs: Still Worth 30 Minutes
For one owner, document ownership, authority and succession. Maintain separate company finances and records. Bank requirements vary; an agreement does not guarantee protection from personal liability.
Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
- ✓Optional formation assistance; confirm filing scope, service pricing and government fees before ordering.
- ✓Confirm registered-agent service availability, included periods and renewal charges.
- ✓Confirm registered-agent service availability, included periods and renewal charges.
- ✓Review address-use rules and privacy policies; a service does not remove all information from public filings.
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Louisiana Agreement Rules and Defaults
Form and evidence
R.S. 12:1301(16) recognizes written or oral member agreements. For a single-member LLC, the definition specifies a written agreement between the member and company. Keep the actual adopted terms with company records.
State defaults and limits
Under R.S. 12:1318, the default is one vote per member and majority approval. Articles or a written operating agreement can change voting rules within subsection C’s protections for interested transactions. An ownership percentage alone does not replace the voting default.
Approval and amendments
R.S. 12:1318 reserves specified matters, including agreement amendments, to member approval by default, even when managers run the company. Articles or a written agreement may provide otherwise. Distinguish financial interests from admission as a member: §12:1332 separately governs assignees’ management and membership rights. Marriage or a financial interest alone should not be described as automatic management authority.
Customize the free national templates below for your company’s ownership, management, voting and exits. Bank requirements vary; an agreement does not guarantee personal-liability protection.
Louisiana agreement definitionLouisiana voting and amendment defaultsLouisiana assignee admission and management rightsFree Operating Agreement Downloads for Your Louisiana LLC
Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Louisiana law before signing.
Single-Member
For one member who owns and generally controls the LLC.
Download single-member PDFMulti-Member / Member-Managed
For multiple members who participate directly in company management.
Download member-managed PDFManager-Managed
For LLCs whose members delegate management authority to designated managers.
Download manager-managed PDFBefore signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.
Louisiana LLC — FAQ
Is an operating agreement required for a Louisiana LLC?
What is Louisiana’s default voting rule for LLCs?
How does community property affect a Louisiana LLC?
Does a single-member Louisiana LLC need an operating agreement?
Do I file my operating agreement with the Louisiana Secretary of State?
Can I use a generic template for a Louisiana operating agreement?
Can we amend our Louisiana operating agreement later?
Ahmad Adil is the founder and CEO of LLC School. For agreement terms and member responsibilities, consult the state LLC statute and a qualified adviser. See the national operating agreement guide. This is educational information, not legal or tax advice.
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