Limited Liability Companies – Louisiana

By | February 7, 2008

Address of state office for filing:
Louisiana Secretary of State
Commercial Division
PO Box 94125
Baton Rouge LA 70804-9125

Telephone: 225-925-4704
State web address: http://www.legis.state.la.us/
State law reference: Louisiana Revised Statutes Annotated, Title 12, Sections 1301+.
Title of filing: Articles of Organization.
Filing Fee: $75
Name requirements: Official name must contain the words “Limited Liability Company” or the abbreviation “L.L.C” or “L.C.” (Section 1306). Company name may be reserved for 60 days for a $25 fee. (Section 1307).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural 14 Limited Liability Company person, nor a member. (Sections 1301, 1304, 1305).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) company purpose, and (3) any additional matters. (Section 1305).
Annual report requirement: Yes, to Secretary of State. (Section 1308.1). $25 filing fee.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. The effective date is also retroactive to the date of submission if filed within five days of its signing, excluding holidays. The organizers may specify a date for the Articles to become effective up to 30 days beyond the date of filing. This must be stated to the Secretary of State upon filing. (Section 1304).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 1301(A)(10), (18)).
Other: An Initial Report must be filed with the Articles of Organization, setting forth (1) the location and street address, if any, of the company’s registered office, (2) the name and street address, if any, of the company’s registered agents, (3) a notarized affidavit by the registered agent, acknowledging and accepting the appointment, (4) if company is to be managed by managers, the names and street addresses of the initial managers, if they have been selected when the Articles are filed, (5) if company is to be managed by members, the names and street addresses of the initial members, if they have been selected if the Articles are filed. If the initial managers or members have not been selected when the Articles are filed, the company must file a supplementary report with the Secretary of State when the initial managers or members are selected. The supplementary report must be signed by each person who signed the Articles. (Section 1305(E)(4)). Articles of Organization must include company’s duration (may be perpetual). Articles of Organization must be notarized.