Louisiana Limited Liability Company Articles of Organization

Last Revised: August 10, 2019.

About this Form

An articles of organization is the document that one must complete and file to establish the creation of an LLC within the state of Louisiana. It sets forth the name of the proposed company and its purpose, among other details. It may include other provisions, provided that they are not inconsistent with state law. Upon successful processing of the articles of organization, along with the mandatory initial report, the state will issue a certificate of organization. The purchased versions of these forms from PublicLegal are guaranteed compliant with Louisiana law. They come complete with instructions and filing information.

Accepted Filing Methods

Louisiana accepts the filing of an articles of organization form via U.S. mail.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in La. Stat. Ann. § 12:1306. The name of the LLC must contain the words "limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C.". In the case of a low-profit limited liability company, it must contain the words "low-profit limited liability company", the abbreviation "L3C", or the abbreviation "l3c". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online the USPTO's trademark database. The state of Louisiana, however, does not offer online a searchable database of trademarks.

One may determine the availability of a proposed business name for use within Louisiana by querying the state's official Business Entity Search tool. As a rule of thumb, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

The Louisiana Secretary of State imposes a fee of $100 for the filing and processing of an articles of organization form. Expedited service is available for an additional fee: $30 for 24-hour processing, or $50 for two to four hour processing.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Limited Liability Company Law (La. Stat. Ann. § 12:1301-1369).

The statutory requirements for a valid articles of organization filing are codified in La. Stat. Ann. § 12:1304 and 1305. The text of the statutes read as follows:

§1304.  Formation

A. One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state. The articles of organization and initial report may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery.
B. If the secretary of state finds that the articles of organization and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles of organization and initial report in his office, endorse on each the date, and if requested, the hour of filing thereof with him, and issue a certificate of organization which shall show the date and, if endorsed on the articles of organization, the hour of filing of the articles of organization with him.  The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized, except that in any proceeding brought by the state to annul, forfeit, or vacate a limited liability company's articles of organization, the certificate of organization shall be only prima facie evidence of due organization.
C. Upon the issuance of the certificate of organization, the limited liability company shall be duly organized, and its separate existence shall begin as of the time of filing of the articles of organization with the secretary of state.  However, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the limited liability company shall be duly organized, and its separate existence shall begin, as of the time of such acknowledgment or execution.

§1305.  Articles of organization; initial report

A. The articles of organization shall be written in the English language and shall be executed by at least one person, who need not be a member or manager of the limited liability company. The articles of organization shall be acknowledged by the person or one of the persons who signed the articles of organization or may be executed by authentic act.
B. The articles of organization shall set forth the following:
(1) The name of the limited liability company.
(2) The purposes for which the limited liability company is formed or that its purpose is to engage in any lawful activity for which limited liability companies may be formed under this Chapter.
(3) Whether the company is a low-profit limited liability company.
C. The articles of organization may set forth the following:
(1) A statement of whether and to what extent there are limitations on the authority of members to bind the limited liability company or that such limitations are contained in a written operating agreement.
(2) A statement of whether and to what extent the limited liability company will be managed by managers.
(3) A statement regarding restrictions on the authority of managers or that such restrictions are contained in a written operating agreement.
(4) The latest date, if any, on which the limited liability company is to dissolve.
(5) A statement that persons dealing with the limited liability company 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 of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take the actions referred to in R.S. 12:1318(B), unless otherwise provided in the articles of organization.
(6) Any other provision, not inconsistent with law, that the members elect to set forth in the articles of organization.
D. It shall not be necessary to set forth in the articles of organization any of the powers enumerated in this Chapter.
E. The initial report shall be signed by each person who signed the articles of organization, or by his agent duly authorized by a document attached to the report, and shall set forth the following:
(1) The location and municipal address, if any, not a post office box only, of the limited liability company's registered office.
(2) The full name and municipal address, if any, not a post office box only, of each of its registered agents.
(3) A notarized affidavit of acknowledgment and acceptance signed by each of its registered agents.
(4) The names and municipal addresses, not a post office box only, of the first managers, if management of the limited liability company is vested in one or more managers, or the members, if management of the limited liability company is reserved to the members, and if, in either case, they have been selected when the articles of organization are filed with the secretary of state.  If the initial managers, if management of the limited liability company is vested in one or more managers, or initial members, if management of the limited liability company is reserved to the members, are not named in the initial report, a supplementary report setting forth their names and addresses and signed by each person who signed the articles of organization shall be filed with the secretary of state as soon as they have been selected.