Articles of Organization
To form an LLC in Louisiana, articles of organization must be signed by at least one person and then filed with the Commercial Division of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The purpose of organization (this may be specified or you are allowed to use the phrase “any or all lawful conduct for which a limited liability company may be organized”)
The articles may include:
- A statement of whether and to what extent there are limitations on the authority of members to bind the LLC or that such limitations are contained in a written operating agreement
- A statement of whether and to what extent the LLC company will be managed by managers
- A statement regarding restrictions on the authority of managers or that such restrictions are contained in a written operating agreement
- The period of the LLC’s duration (this period may be perpetual or for a set amount of time), including the latest date, if any, on which the LLC is to dissolve.
- A statement that persons dealing with the LLC may rely upon a certificate of one or more managers, members, or other certifying officials, whose names are included in the statement, to establish the membership of any member, the authenticity of any records, or the authority of any person to act for the LLC, unless otherwise provided in the articles of organization
- Any other provisions, not inconsistent with law, that the member elect to be set forth
Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Corporations Division of the Secretary of the Commonwealth, and the Secretary of the Commonwealth finds that they are in compliance with state requirements. The document must be executed by at least one person, who need not be a member or manager of the LLC. It must also be acknowledged by the person or one of the persons who signed the articles or may be executed by an authentic act.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more persons or entities capable of contracting
- Eligibility: An organizer may be a natural person, corporation, partnership, limited liability company, District of Columbia, or the Commonwealth of Puerto Rico
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC either:
- Upon the later to occur of: the formation of the LLC or directly from the company, in compliance with any operating agreement of the company or as reflected in the records of the LLC, or
- After formation with the consent of all of the members of the company if a written operating agreement of the company does not provide for acquiring an interest directly from the company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement or at the time or upon the happening of an event specified in the operating agreement
- Even if there is no specified time or event for withdrawal, a member may resign by giving at least 30 days prior written notice to the LLC at its registered office listed with the secretary of state and to each member and manager at each member’s address and manager’s address listed in the records
- The LLC may recover damages from the breach of the operating agreement
The contributions of a member to the limited liability company may be in anything of value, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.