Is a single-member LLC in Louisiana required to have an operating agreement?

No, but it is strongly recommended, and Louisiana specifies that a single-member operating agreement should be in writing. A written agreement documents the LLC as a separate entity, supports the liability shield, and is commonly requested by banks.

Louisiana LLC Operating Agreement: Rules & What to Include (2026)

Q: Does Louisiana require an LLC operating agreement?

No. Louisiana does not require an LLC to adopt an operating agreement, and you never file one with the Secretary of State. The Louisiana Limited Liability Company Law recognizes the agreement and lets it govern the company, but a valid LLC does not depend on having one.

Q: What does Louisiana law call the operating agreement?

Louisiana Revised Statute 12:1301 defines operating agreement as any agreement, written or oral, of the members, or in a single-member LLC a written agreement between the member and the company, about the affairs of the LLC and the conduct of its business.

Q: Do you file a Louisiana operating agreement with the state?

No. The operating agreement is an internal document you keep with your business records. Only the Articles of Organization and the initial report are filed with the Louisiana Secretary of State. The operating agreement carries no state fee, so adopting one costs $0.

Q: What are the default voting rules for a Louisiana LLC?

Under Louisiana Revised Statute 12:1318, unless the articles or a written operating agreement provide otherwise, each member casts a single vote and decisions are by majority of the members. A majority vote is required for major actions such as dissolution or selling substantially all assets.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Louisiana does not require an LLC operating agreement, and you never file one with the state, so adopting one costs $0 in state fees. The Louisiana Limited Liability Company Law (Revised Statutes Title 12, beginning at RS 12:1301) defines the agreement and lets it override most default rules, while those defaults fill any gaps. One is still strongly recommended for every Louisiana LLC.

Quick Answer

Required?: No - recommended, not mandatory
Filed with state?: No - only the Articles of Organization and initial report are filed
State fee: $0 (never submitted to the Secretary of State)
Definition: RS 12:1301 (written or oral; single-member should be written)
Default voting: One vote per member; majority rules (RS 12:1318)
Agency for formation: Louisiana Secretary of State (geauxBIZ)

Does Louisiana Require an LLC Operating Agreement?

No. Louisiana law does not force a limited liability company to adopt an operating agreement, and no state agency asks to see one. To create the entity you file Articles of Organization (form #365) together with an initial report and pay the $100 filing fee to the Louisiana Secretary of State. The operating agreement is a separate, private document you keep with your records. A Louisiana LLC is validly formed and can operate without one.

Still, the Louisiana Limited Liability Company Law - Revised Statutes Title 12, Chapter 22, starting at RS 12:1301 - is written to let members set their own rules, and the operating agreement is where they do it. Without one, the statute's default provisions govern every point, and those defaults may not reflect what the owners intended. For the national picture, see our operating agreement guide and what an LLC is.

How Louisiana Defines the Operating Agreement

Louisiana keeps the familiar term. RS 12:1301 defines an operating agreement as any agreement, written or oral, of the members about the affairs of the LLC and the conduct of its business - and, for a single-member LLC, a written agreement between the member and the company memorializing those matters. In other words, a multi-member agreement can be oral, but Louisiana specifically contemplates that a one-owner LLC will put its agreement in writing.

Throughout the LLC law, the phrase "unless otherwise provided in the articles of organization or a written operating agreement" recurs - a signal that the members' written agreement is what displaces the code's defaults. Because an oral understanding is hard to prove, a written agreement signed by every member is the practical standard, and it is required for a single-member LLC's agreement to have full effect.

What a Louisiana Operating Agreement Should Include

A thorough Louisiana operating agreement sets the internal rules the code would otherwise supply. Core provisions to cover include:

Company basics. The LLC's exact name as filed, its principal business establishment, its purpose, and its registered agent and registered office.
Members and contributions. Each member's name, capital contribution, and membership interest (ownership percentage).
Management. Whether the LLC is managed by its members or by one or more managers, and who has authority to bind the company.
Voting. How votes are allocated and what majority is required for ordinary and extraordinary decisions - Louisiana's default is one vote per member.
Profits, losses, and distributions. How income is shared and when distributions are paid, which may differ from ownership percentages.
Transfers and withdrawal. What happens when a member sells, dies, or withdraws, including any right of first refusal and buy-out terms.
Dissolution. The events that wind up the LLC and how assets are distributed; coordinate with how to dissolve a Louisiana LLC.

Because it is internal, the operating agreement is never submitted to the Secretary of State and does not appear in the public record. That privacy is a reason owners keep sensitive economic terms in the agreement rather than the articles.

Member-Managed vs. Manager-Managed in Louisiana

A Louisiana LLC is managed by its members by default: unless the articles of organization provide that the LLC is managed by one or more managers, each member participates in management and can generally act for the company. If the owners want only certain people - a subset of members or an outside manager - to run day-to-day operations, they choose a manager-managed structure, indicate it in the articles, and detail the manager's authority in the operating agreement.

This choice controls who can sign contracts, borrow, and bind the LLC. Passive investors usually prefer manager management so they are not exposed to management duties. Because Louisiana ties the member-versus-manager election to the articles, keep the articles and the operating agreement consistent. See single-member LLCs and the national operating agreement overview for how the pieces fit.

Statutory Default Rules That Apply Without One

If a Louisiana LLC has no written operating agreement, or the agreement is silent, the Louisiana Limited Liability Company Law supplies the rule. A central default is in RS 12:1318: unless the articles or a written operating agreement provide otherwise, each member casts a single vote and decisions are made by a majority of the members. That same statute requires a majority vote for major actions - dissolving the LLC, selling substantially all its assets, merging, or incurring debt outside the ordinary course of business.

Other defaults address how profits and distributions are shared, how a member may assign an interest, and how the LLC is dissolved and wound up. These defaults are workable, but they are generic. For example, equal voting can surprise members who contributed very different amounts of capital. A written operating agreement is the tool that replaces any default you do not want with a rule you chose.

Louisiana Does Not File Your Operating Agreement

The documents that go to the Louisiana Secretary of State to start an LLC are the Articles of Organization and the initial report (RS 12:1305), filed through the geauxBIZ portal. The operating agreement is not one of them. You do not upload it or pay a fee for it - you sign it and keep it with your records. That is why the state cost of an operating agreement is $0, whether you draft your own or adapt a template.

Give every member a signed copy, and update the agreement whenever ownership, management, or profit terms change. When you file a change of members or managers, or amend the articles, revisit the operating agreement so the two stay aligned. For the formation sequence and fees, see how to form an LLC in Louisiana and Louisiana LLC cost.

Why an Operating Agreement Still Matters

An operating agreement is worthwhile even though Louisiana does not require it. First, it reinforces limited liability by showing the owners treat the LLC as a genuine separate entity. Second, it overrides defaults you may not want, letting you set custom voting, profit, and exit terms. Third, it is expected by third parties - banks, lenders, and investors routinely ask to see it before dealing with the LLC.

The agreement does not change how the LLC is taxed. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership, and either can elect corporate or S-corp treatment; Louisiana then taxes the members at its flat individual rate or, for a corporate-taxed LLC, the flat corporation income tax. See Louisiana LLC tax filing and weigh an S-corporation election if payroll-tax savings matter.

Frequently Asked Questions

Does Louisiana require an LLC operating agreement?

No. Louisiana does not require one, and you never file it with the Secretary of State. The Louisiana Limited Liability Company Law recognizes the agreement and lets it govern the company, but a valid LLC does not depend on it. See how to form an LLC in Louisiana.

What does Louisiana law call the operating agreement?

An operating agreement, defined in RS 12:1301 as any agreement, written or oral, of the members - and, for a single-member LLC, a written agreement between the member and the company.

Do you file a Louisiana operating agreement with the state?

No. It is internal. Only the Articles of Organization and initial report are filed with the Louisiana Secretary of State, and the operating agreement carries no state fee, so adopting one costs $0.

Is a single-member LLC in Louisiana required to have one?

No, but it is strongly recommended, and Louisiana specifies a single-member agreement should be in writing. It documents the LLC as a separate entity and is commonly requested by banks. See single-member LLCs.

What are the default voting rules for a Louisiana LLC?

Under RS 12:1318, unless the articles or a written operating agreement say otherwise, each member casts a single vote and decisions are by majority, with a majority required for major actions like dissolution.

What happens if a Louisiana LLC has no operating agreement?

The default rules in the Louisiana Limited Liability Company Law govern voting, management, profit sharing, and dissolution - and they may not match the owners' intent.

Sources

Louisiana Revised Statutes (Justia) - RS 12:1301, Definitions (operating agreement; written or oral; single-member in writing).
Louisiana Revised Statutes (Justia) - RS 12:1318, Voting rights of members (one vote per member; majority rule; major actions).
Louisiana Revised Statutes (Justia) - RS 12:1311, Management of the limited liability company.
Louisiana Legislature - RS 12:1305, Articles of organization; initial report.
Louisiana Legislature - RS 12:1308, Registered office and registered agent.
Louisiana Secretary of State - Start a Business (geauxBIZ).
Louisiana Secretary of State - Forms & Fee Schedule ($100 Articles of Organization #365; operating agreement not filed).
Louisiana Department of Revenue - Individual Income Tax (pass-through members taxed at the flat rate).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Single Member Limited Liability Companies.
IRS - Get an Employer Identification Number (free EIN).
Legal Information Institute - Limited liability company (LLC).
Legal Information Institute - Operating agreement (Wex legal definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and fees change; verify current requirements with the Louisiana Secretary of State before acting.