Title 12. Corporations and Associations

Chapter 22. Limited Liability Companies

Part I. Definitions

12:1301      Definitions

A. As used in this Chapter, unless the context otherwise requires:

(1) “Articles of organization” means documents filed under R.S. 12:1304 for the purpose of forming a limited liability company and those documents as amended or restated.

(2) “Business” means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit.

(3) “Capital contribution” means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

(4) “Constituent entity” means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to R.S. 12:1358.

(5) “Corporation” means a corporation formed under the laws of this state or a foreign corporation as defined in R.S. 12:1301(6).

(6) “Foreign corporation” means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

(7) “Foreign limited liability company” means a limited liability company formed under the laws of any state other than this state.

(8) “Foreign limited partnership” means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

(9) “Foreign partnership” means a partnership formed under the laws of any state other than this state, or under the laws of any foreign country.

(10) “Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. No limited liability company organized under this Chapter shall be deemed, described as, or referred to as an incorporated entity, corporation, body corporate, body politic, joint stock company, or joint stock association.

(11) “Limited partnership” means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in R.S. 12:1301(8).

(11.1) “Low-profit limited liability company” or “L3C” means a limited liability company organized for the purposes set forth in R.S. 12:1302(C).

(12) “Manager” or “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.

(13) “Member” means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter.

(14) “Membership interest” or “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.

(15) “New entity” means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in R.S. 12:1360.

(16) “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.

(17) “Partnership” means a partnership formed under the laws of this state or a foreign partnership as defined in R.S. 12:1301(9).

(18) “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.

(19) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(20) “Surviving entity” means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in R.S. 12:1360.

B. Paragraphs A(2), (10), and (16) of this Section shall apply to all limited liability companies regardless of date of organization.

Added by Acts 1992, No. 780, § 2, eff. July 7, 1992. Amended by Acts 1997, No. 717, § 1, eff. July 8, 1997; Acts 2010, No. 417, § 1; Acts 2014, No. 261, § 1.