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Louisiana Multi-Member LLC Operating Agreement Form

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The Louisiana multi-member LLC operating agreement is a legal document that is available for managing members, of a company with more than one member, to use to establish the policies, regulations, and procedures of a company. Louisiana doesn’t require that any business establish the document so that they may do business in the state, however, it is recommended that all companies, regardless of size, complete and file the form.

The reason for this recommendation is that the mere completion and filing of the form will provide protections to the member’s financial assets and personal property that would not otherwise be available. Should the entity ever have to face any type of litigation or failure, without the document in place, would become personally liable for the debts of the company. The document will protect the members and will also provide tax benefits to the company, that would not be available without the document.

How to Write

Step 1 – Download the Form – Enter the company name in the first line of the form

Step 2 – The Agreement – Submit the following:

  • The date that the document shall be effective, in mm/dd/yyyy format
  • Submit member’s names

Step 3 – Company Organization – The members will need to read the following titles. Provide any required information:

Formation –

  • Provide the date in which the entity has been established, in mm/dd/yyyy format
  • Enter the name of the company
  • Submit the name of the company, to be used to conduct the principal of the business.

Name –

  • Submit the name of the company that will be used to conduct business
  • Purpose – Review the statement

Office –

  • Submit the physical address where the company shall maintain the principal of the company’s business

Registered Agent –

  • Submit the name of the initial registered agent
  • Submit the registered physical address

Term –

  • Enter the date of the commencement of the company, in mm/dd/yyyy format

Read the final two titles, as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections – The members must carefully review the sections and subsections as stated:

  • Capital Contributions and subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement, and Payment of Expenses – subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – read subsections 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5), 8.4 (subsection 8.4.1) and 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Sections 9.1 (and subsections 9.1.1 through 9.1.4), also 9.2 – subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Members must review the information under the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Required Documents, All Member’s Signatures, Notary Acknowledgement – Members, may only submit signatures to the documentation, in the presence of a Notary Public –

  • Type or print the member’s names
  • Members shall provide their signatures

Listing of Members – Schedule 1 –

  • Submit the name of the company at the top of the page
  • Enter the date the list is created, in dd/m/yy format
  • Enter all member’s names
  • Provide addresses for the respective members
  • Print/type member’s names
  • Members shall submit signatures

Listing of Capital Contributions -Schedule 2 –

  • Provide the company name at the top of the page
  • Provide names of all members
  • Submit each member’s contribution (A $100.00 minimum is required. There be no further obligation to offer future contributions)
  • Provide member’s percentage of interest/ownership
  • Provide the date of the members’ signatures, in dd/m/yy format
  • The members will print or type their names
  • Members will enter their signatures

Listing of Valuation of Members Interest – Schedule 3 –

  • Enter the company name in the line at the top of the page
  • Apply the member’s names
  • Submit the amount indicating the respective member’s Valuation Endorsement
  • Provide the date of all member’s signatures, in dd/m/yy format
  • Print or type the member’s names
  • Members must enter signatures before the notary

Step 7 – Notarization –

  • Once all members signatures have been recorded and witnessed by the Notary Public, the notary public will complete the section. This action shall acknowledge the member’s signatures. The notary will submit their own signature and affix the notary seal in acknowledgment.

Upon completion of the document, all members must receive a copy of the document for their records.

 


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