A Louisiana LLC operating agreement is the agreement that sets out an LLC's affairs and how its business is run. Under La. R.S. 12:1301(A)(16), the state LLC law, it can be written or oral, and for a single member LLC it is a written agreement between the member and the company.[1] You can fill out our free single member LLC template online or download it as a PDF.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Louisiana law. If you notice an error or outdated information, please contact us.
Use the builder above to fill in the Louisiana LLC operating agreement template online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.
Louisiana LLC Operating Agreement Law
Louisiana LLC law defines an operating agreement in La. R.S. 12:1301(A)(16) as any agreement of the members about the affairs of a limited liability company and the conduct of its business. It can be written or oral. For an LLC with a single member, it is a written agreement between the member and the company.[1]
This is the statute's own definition:
"Operating agreement" means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business.
Two points follow from that definition.
- Form. An agreement of the members counts whether it is written or oral.[1]
- One owner. A single member LLC can have an operating agreement. For that LLC, the statute describes it as a written agreement between the member and the company.[1]
Our form is a single member template. If your LLC has more than one owner, use our multi-member template instead.
Who Manages a Louisiana LLC
Louisiana law sets a default for who runs an LLC. Unless the articles of organization provide otherwise, the members manage the business. A written operating agreement can then restrict or enlarge the management rights and duties of any member or group or class of members.[2]
Here is how the three documents fit together under La. Rev. Stat. § 12:1311.
- Default. The members manage the business of the LLC.
- Articles of organization. They can provide otherwise.
- Written operating agreement. It can restrict or enlarge the management rights and duties of any member or group or class of members.[2]
The statute says it this way:
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.
Our template names one or more Managers in Section 8. Compare that with what your articles of organization say about who manages the LLC, because the statute starts from management by the members.[2]
Our free Louisiana template is a single member form that names Managers, so it is built for a manager-managed LLC. It has 15 pages, 31 numbered sections, and three schedules. The list below shows what the main sections cover, so you can see what the document does before you fill it in.
- LLC details: the name, the principal business office, and the registered agent (Sections 1 to 3).
- The Member, and the purpose of the LLC (Sections 4 and 6).
- Certificates and powers (Sections 5 and 7).
- Management: one or more Managers, plus optional Officers (Sections 8 and 9).
- Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
- Fiscal year, books, and records (Section 15).
- Limited liability, exculpation, and indemnification, which deal with the liability of the Member and Managers (Sections 10 and 17).
- Assignment, resignation, admission of additional members, and dissolution (Sections 18 to 21).
- Waiver of partition and no third-party rights (Sections 22 and 23).
- Standard terms: severability, entire agreement, governing law, counterparts, and notices (Sections 24 to 26, 28, and 29). Section 26 uses the law of the State you enter in the form.
- Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).
Key Terms in Our Louisiana Template
This section describes what our template itself says, not what Louisiana law requires. The wording comes straight from the form, so read the full text before you sign. The terms below are the ones most single member LLC owners look for first.
- Capital. The Member has contributed the items listed on Schedule C. The Member does not have to add more capital, but may do so at any time (Sections 11 and 12).
- Profits and losses. All profits and losses are allocated to the Member (Section 13).
- Distributions. The Board decides when and how much to distribute. The LLC cannot make a distribution that would violate the law (Section 14).
- Books and records. The Member can examine the books at any time during normal business hours. The Member also chooses the method of accounting (Section 15).
- Other business. The Member may run other business ventures, even competing ones, and the LLC has no claim to them (Section 16).
- Transfers. The Member may not assign, pledge, or hypothecate the LLC interest (Section 18). Another person can be admitted as a member only with the written consent of the Member (Section 20).
- Dissolution. The LLC dissolves when the last remaining member stops being a member, unless it is continued as the form allows. A personal representative has 90 days to agree in writing to continue it (Section 21).
- Amendments. Changes need a written document signed by the Member and seven days of written notice to each Manager (Section 27).
- Disregarded entity. The template says the LLC is meant to be treated as a disregarded entity for federal tax purposes (Section 31).
Sections 22 and 23 say the Member waives any right to partition the assets of the LLC. They also say creditors cannot enforce the template, except for Covered Persons.
Fill in the template with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.
- Preamble. Enter the LLC name, the state of formation, and the date. Then add the Member's name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
- Sections 1 to 3. Repeat the LLC name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
- Section 6, Purposes. Select one box. Either describe the LLC's business in the blank or select All matters permitted by applicable law.
- Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
- Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
- Section 9, Officers. Select whether the LLC has no Officers or has Officers. If you choose Officers, write each Officer's role where the form asks.
- Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
- Section 30, Effectiveness. Enter the day the entity was formed, which is when the Articles of Organization were filed.
- Signature block. Sign on the By line as the Member, then print the name and title below the signature. Sign only after every blank above is filled in. The form has no notary or witness lines.
- Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
- Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
- Schedule C, Initial capital contribution. Describe what the Member contributed to the LLC on the Insert Description line.
Our LLC operating agreement templates for other states work the same way.
Frequently Asked Questions
These answers come from the Louisiana LLC statutes and cite the section behind each rule. They describe what the statutes provide, not the legal requirements for your own LLC. For legal advice about your LLC, ask a Louisiana attorney.
Can I write my own operating agreement for my LLC?
Louisiana law lets a written operating agreement restrict or enlarge the management rights and duties of any member or group or class of members.[2] Our template gives you a written starting point that you can complete online or as a PDF.
What happens if an LLC does not have an operating agreement?
The statutory default applies. Unless the articles of organization provide otherwise, the business of the LLC is managed by the members.[2]
Can a single member LLC have an operating agreement in Louisiana?
Yes. For a single member LLC, the statute describes the operating agreement as a written agreement between the member and the company. It covers the LLC's affairs and the conduct of its business.[1] Our template is built for that case.
Can a Louisiana LLC operating agreement be oral?
The statute treats the two cases differently.
- Several members. Any agreement of the members counts, whether it is written or oral.[1]
- One member. The statute describes the operating agreement as a written agreement between the member and the company.[1]
In practice, a written document is easier to check than memory.
General information, not legal or tax advice.
Sources
- La. R.S. 12:1301(A)(16).
- Louisiana Civil Code § 12:1311.
Published: Jul 24, 2022
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.
