CHAPTER 22. LIMITED LIABILITY COMPANIES
PART I. DEFINITIONS
§1301. Definitions
A. As used in this Chapter, unless the context otherwise requires:
(1) "Articles of organization" means documents filed under R.S. 12:1304 for the purpose of forming a limited liability company and those documents as amended or restated.
(2) "Business" means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit.
(3) "Capital contribution" means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
(4) "Constituent entity" means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to R.S. 12:1358.
(5) "Corporation" means a corporation formed under the laws of this state or a foreign corporation as defined in R.S. 12:1301(6).
(6) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.
(7) "Foreign limited liability company" means a limited liability company formed under the laws of any state other than this state.
(8) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.
(9) "Foreign partnership" means a partnership formed under the laws of any state other than this state, or under the laws of any foreign country.
(10) "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. No limited liability company organized under this Chapter shall be deemed, described as, or referred to as an incorporated entity, corporation, body corporate, body politic, joint stock company, or joint stock association.
(11) "Limited partnership" means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in R.S. 12:1301(8).
(11.1) "Low-profit limited liability company" or "L3C" means a limited liability company organized for the purposes set forth in R.S. 12:1302(C).
(12) "Manager" or "managers" means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization.
(13) "Member" means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter.
(14) "Membership interest" or "interest" means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.
(15) "New entity" means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in R.S. 12:1360.
(16) "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.
(17) "Partnership" means a partnership formed under the laws of this state or a foreign partnership as defined in R.S. 12:1301(9).
(18) "Person" means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association.
(19) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
(20) "Surviving entity" means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in R.S. 12:1360.
B. Paragraphs A(2), (10), and (16) of this Section shall apply to all limited liability companies regardless of date of organization.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 2010, No. 417., §1, eff. August 15, 2010; Acts 2014, No. 261, §1, eff. August 1, 2014.
Notes of Decisions
Cited in
75
cases (
23 in the last 5 years), 1995–2026 · leading case:
Ogea v. Merritt, 130 So. 3d 888 (La. 2013).
Ogea v. Merritt, 130 So. 3d 888 (La. 2013).
· cites it 3× “R.S. 12:1301 (‘“Limited liability company’ or ‘domestic limited liability company means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter.”
Fie, LLC v. New Jax Condo Ass'n, Inc., 241 So. 3d 372 (La. Ct. App. 2018).
“R.S. 12:1301. As such, plaintiffs are entitled to bring a claim against defendants for the damage to their property and to their rights of ownership.”
Khoobehi Props., LLC v. Baronne Dev. No. 2, L.L.C., 216 So. 3d 287 (La. Ct. App. 2017).
“R.S. 12:1301(A)(14), “membership interest” means a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the rights |flto receive distributions of the limited liability company’s…”
831 Bartholomew Investments-A, L.L.C. v. Margulis, 20 So. 3d 532 (La. Ct. App. 2009).
· cites it 2× “Margulis argues that the trial court erred in granting the exception of no cause of action as to the amended third party demand because this pleading on its face sets out a cause of action under La.”
Hosp. Consultants, LLC v. Angeron, 41 So. 3d 1236 (La. Ct. App. 2010).
· cites it 2× “, which is defined by La.Rev.Stat. § 12:1301(14) as: a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company’s…”
In re Cat Island Club, L.L.C., 94 So. 3d 75 (La. Ct. App. 2012).
· cites it 3× “R.S. 12:1301, et seq. In his Written Reasons for Judgment, the trial judge took the eleven-page Operating Agreement at face value and found that the majority votes of the LLC (Ty-Bar’s 3/7 and Davis’s 1/7) had approved dissolution under La.”
Channelside Servs., LLC v. Chrysochoos Grp., Inc., 194 So. 3d 751 (La. Ct. App. 2016).
“R.S. 12:1301, et seq. Under the Louisiana LLC Act, a member’s interest in the LLC is personal property that is separate and distinct from the property of the LLC.”
Kinkle v. RDC, LLC, 889 So. 2d 405 (La. Ct. App. 2004).
· cites it 2× “R.S. 12:1301 et seq. An LLC is defined as "an entity that is an unincorporated association having two or more members that is organized and existing under this Chapter.”
Roy Anderson Corp. v. 225 Baronne Complex, L.L.C., 251 So. 3d 493 (La. Ct. App. 2018).
“Both parties appealed. On appeal, the Channelside Court balanced the rights of the judgment creditor to obtain information allowed by our discovery and judgment debtor statutes against the rights afforded to JTMC under La.”
Am. Elec. Power Co. v. Affiliated FM Ins., 556 F.3d 282 (5th Cir. 2009).
“” La.Rev. Stat. Ann. § 12:1301(A)(10). The instances AEP cites in which courts refer to LLCs as “limited liability corporations” are merely imprecise and are clearly not intended to redefine the LLC.”
Ne. Realty v. Misty Bayou, 920 So. 2d 938 (La. Ct. App. 2006).
· cites it 2× “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.”
Green Clinic, L.L.C. v. Finley, 30 So. 3d 1094 (La. Ct. App. 2010).
· cites it 3× “R.S. 12:1301 et seq., or as provided in the company’s articles of organization or operating agreement.”
La. Rev. Stat. § 12:1301(10): 10 cases
Ne. Realty v. Misty Bayou, 920 So. 2d 938 (La. Ct. App. 2006).
“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.”
La. Rev. Stat. § 12:1301(12): 1 case
La. Rev. Stat. § 12:1301(13): 1 case
La. Rev. Stat. § 12:1301(14): 3 cases
Hosp. Consultants, LLC v. Angeron, 41 So. 3d 1236 (La. Ct. App. 2010).
“, which is defined by La.Rev.Stat. § 12:1301(14) as: a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company’s…”
La. Rev. Stat. § 12:1301(2): 1 case
La. Rev. Stat. § 12:1301(A)(10): 4 cases
Am. Elec. Power Co. v. Affiliated FM Ins., 556 F.3d 282 (5th Cir. 2009).
“” La.Rev. Stat. Ann. § 12:1301(A)(10). The instances AEP cites in which courts refer to LLCs as “limited liability corporations” are merely imprecise and are clearly not intended to redefine the LLC.”
Kinkle v. RDC, LLC, 889 So. 2d 405 (La. Ct. App. 2004).
“R.S. 12:1301 et seq. An LLC is defined as "an entity that is an unincorporated association having two or more members that is organized and existing under this Chapter.”
La. Rev. Stat. § 12:1301(A)(12): 3 cases
La. Rev. Stat. § 12:1301(A)(14): 3 cases
Khoobehi Props., LLC v. Baronne Dev. No. 2, L.L.C., 216 So. 3d 287 (La. Ct. App. 2017).
“R.S. 12:1301(A)(14), “membership interest” means a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the rights |flto receive distributions of the limited liability company’s…”
Green Clinic, L.L.C. v. Finley, 30 So. 3d 1094 (La. Ct. App. 2010).
“R.S. 12:1301 et seq., or as provided in the company’s articles of organization or operating agreement.”
La. Rev. Stat. § 12:1301(A)(16): 4 cases
Green Clinic, L.L.C. v. Finley, 30 So. 3d 1094 (La. Ct. App. 2010).
“R.S. 12:1301 et seq., or as provided in the company’s articles of organization or operating agreement.”
La. Rev. Stat. § 12:1301(A)(2): 5 cases
Ogea v. Merritt, 130 So. 3d 888 (La. 2013).
“R.S. 12:1301 (‘“Limited liability company’ or ‘domestic limited liability company means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter.”
La. Rev. Stat. § 12:1301(A)(3): 6 cases
La. Rev. Stat. § 12:1301(a)(10): 1 case
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