Louisiana Revised Statutes 12:1333.1 – Single-member limited liability company; powers of the estate succession representative
Terms Used In Louisiana Revised Statutes 12:1333.1
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- 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. See Louisiana Revised Statutes 12:1301
- Legatee: A beneficiary of a decedent
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- 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. See Louisiana Revised Statutes 12:1301
A. Notwithstanding any provision of law to the contrary, the death of the member of a single-member limited liability company shall not result in the termination of the interest of the deceased single member in that limited liability company or in the termination of that limited liability company, but instead the interest of the member in the single-member limited liability company shall be fully heritable.
B. Unless otherwise provided in the articles of organization or a written operating agreement, and notwithstanding the provisions of La. Rev. Stat. 12:1333, upon the death of the member of a single-member limited liability company, the deceased member’s properly appointed succession representative, on behalf of the deceased member’s estate, may exercise all of the deceased member’s rights for the purpose of settling or administering the member’s estate, including all financial and management rights related to the single-member limited liability company held by the deceased member at the time of his death.
C. Unless otherwise provided in the articles of organization or a written operating agreement, once the deceased member’s interest in a single-member limited liability company is transferred to any heir or legatee, as recognized by a judgment of possession, the heir or legatee shall have full rights of membership in the limited liability company, including all financial and management rights.
D. For purposes of this Section, a “single-member limited liability company” means a limited liability company that had no assignees and only one member at the time of the member’s death.
E. The provisions of this Section shall be subject to and shall not supersede any rules, regulations, or laws governing or restricting the ownership or practice of any regulated industry or profession.
Acts 2022, No. 156, §1.