Louisiana Revised Statutes 12:1305 – Articles of organization; initial report
Terms Used In Louisiana Revised Statutes 12:1305
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- 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. See Louisiana Revised Statutes 12:1301
- 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
- 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. See Louisiana Revised Statutes 12:1301
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 12:1301
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 La. Rev. Stat. 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.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995; Acts 2010, No. 417, §1.