Removing a Member from Louisiana LLC | Things You Need to Know


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Remove Member From Louisiana LLC

Limited Liability Companies (LLCs) are popular business structures in Louisiana because they provide flexibility in management and taxation while offering personal liability protection for their members. However, there may come a time when a member of an LLC needs to be removed for various reasons, such as retirement, disputes, or other personal circumstances. Removing a member from an LLC in Louisiana can be complicated, but understanding the legal requirements and following the proper steps can help ensure a smooth transition.

This article will guide you through Removing a Member from an LLC in Louisiana by discussing the legal requirements, preparing necessary documents, and providing helpful tips to avoid potential pitfalls.

Webinarcare Editorial Team will help you understand the process of removing a member. It would be best if all the factors in this article guided you.

What is a Limited Liability Company?

An LLC, or Limited Liability Company, is a type of business structure that offers a mix of features from partnerships and corporations. It provides its owners, known as members, with limited liability about the company’s debts or potential lawsuits, much like a corporation. At the same time, an LLC provides flexibility in management and profit distribution, similar to a partnership or sole proprietorship. LLCs can be owned by one or more individuals, corporations, or other LLCs. However, taxation in an LLC is pass-through by default, which means the profits or losses are reported on the owners’ individual tax returns.

Before you start a removing a member, it is advised that you consult with a legal expert. They will be aware of what’s best for you and your business. You can always start an LLC in Louisiana, if you wish to protect your personal assets from business debts.

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Reasons for Member Removal in Louisiana LLC

There could be several reasons why a member needs to be removed from an LLC in Louisiana:

  1. Breach of Agreement: All members are bound by the operating agreement of the LLC. If a member violates the agreed terms knowingly or unknowingly, this can be a reason for removal.
  2. Financial Mismanagement: If a member is found guilty of embezzling funds or other related financial misconduct, they should be removed to protect the company’s financial health.
  3. Criminal Activity: If a member is involved in criminal activity, this can put the entire company at risk. In such cases, removal is crucial to protect the LLC’s reputation and legality.
  4. Lack of Participation: If a member consistently fails to contribute to the business, either through capital, time, or expertise, they might be removed.
  5. Conflict of Interest: An LLC’s members must prioritize the business’s interests. If a member’s activities conflict with these interests, they might need to be removed.
  6. Irresolvable Disputes: Sometimes, members might have disputes that harm the company’s functioning. Removing one or more members involved might be necessary if such disputes cannot be resolved.
  7. Personal Reasons: Personal reasons such as bankruptcy, divorce, or incapacity can also necessitate removing a member from an LLC.

Removing a member from an LLC is a legal procedure. It may require a majority vote from the other members or depend on specific LLC operating agreement clauses. Legal advice from Louisiana Business Attorney should be sought when considering this action.

How to Remove a Member from Louisiana LLC

To remove a member from an LLC, you must follow the guidelines that include reviewing the operating agreement, consulting with a business attorney, obtaining the consent of the remaining members, preparing and executing a written agreement, updating the operating agreement, notifying the Louisiana Secretary of State, and updating the tax and financial records. These are the basic ones, so read the whole article until the end. 

Step 1: Review the Louisiana Operating Agreement

The first step in removing a member from an LLC in Louisiana is carefully reviewing the Louisiana Operating Agreement for your LLC. The operating agreement is the document that outlines how the Louisiana LLC will be managed and governed, including provisions for the removal of members. If the operating agreement contains specific guidelines for removing a member, those guidelines must be followed. If the operating agreement does not address the removal of members, then the default provisions under Louisiana law will apply.

The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

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Step 2: Consult with an Attorney

Given the potential legal and financial consequences of removing a member from Louisiana LLC, consulting with a Business Attorney in Louisiana before taking any action is advisable. A business attorney experienced in Louisiana LLC law can help you understand the legal requirements, ensure compliance, and avoid potential pitfalls.

The qualities of an excellent business attorney can make a significant difference in the success and growth of your business. Here are some key qualities to look for when choosing a business attorney in Louisiana:

  • Expertise in Louisiana Business Law: The best business attorney should have a deep understanding of federal, state, and local laws and regulations governing businesses in Louisiana. In terms of business laws and regulations, a business attorney should be familiar with forming of the Louisiana Articles of Organization so that they will guide you in regulating the Louisiana Secretary of State and other laws that need to abide by.
  • Experience In Your Industry: An attorney with experience working with businesses in your industry will be better equipped to understand your company’s unique challenges and opportunities. They will be familiar with industry-specific regulations and can provide more targeted and relevant advice.
  • Strong Communication Skills: Effective communication is critical to a successful attorney-client relationship. A top-notch business attorney should be able to explain complex legal concepts in clear, easy-to-understand language and be responsive to your questions and concerns.
  • Proven Track Record: A great business attorney should have a history of successful client outcomes. They should be able to provide references or case studies that demonstrate their ability to achieve favorable results for businesses like yours.
  • Strategic Thinking: The best business attorney can think strategically, helping your company proactively address potential legal issues and identify opportunities for growth and success.
  • Commitment to Client Success: A truly exceptional attorney is not just focused on billable hours but genuinely committed to helping your business succeed. They should be willing to invest time and effort in understanding your company’s goals and work diligently to help you achieve them.

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Step 3: Obtain Consent of the Remaining Members

In most cases, removing a member from Louisiana LLC requires the consent of the remaining members. This is typically achieved through a vote of the members, with the required percentage of votes needed for approval varying based on Louisiana’s operating agreement or Louisiana law.

If the operating agreement does not specify the percentage of votes required, you should consult your business attorney or refer to the default provisions under Louisiana law.

Step 4: Prepare and Execute a Written Agreement

Once the required consent has been obtained, the next step is to draft a written agreement outlining the terms of the member’s removal. This agreement should include, but is not limited to:

  • The effective date of the removal
  • The reason for the removal
  • The method of calculating the member’s buyout or distribution of assets
  • Any other relevant terms or conditions

All members, including the departing member, should sign the agreement. This written agreement is evidence of the removal and can be used to update the LLC’s records and filings with the Louisiana Secretary of State.

Step 5: Update the Operating Agreement

After removing a member, Louisiana LLC’s operating agreement should be updated to reflect the change in membership. This may include amending the list of members, updating the ownership percentages, and revising any other relevant provisions. It is crucial to ensure that the updated operating agreement accurately reflects the current structure and governance of the LLC.

Suppose you wonder what the Louisiana operating agreement entails. It includes the following:

  • Name of the LLC: Your LLC’s name must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” and comply with the Louisiana LLC naming requirements. In Louisiana, if you do not wish to file your LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for 60 days. You must file a name reservation application with the Louisiana Secretary of State to keep the name. The online name reservation fee costs $25, while the mail name reservation fee costs $25.
  • Principal Office Address: This is where your LLC’s primary business activities will be conducted.
  • Resident Agent Information: Your Resident Agent is a person or entity designated to receive legal documents on behalf of your LLC. The Resident Agent must have a physical street address in Louisiana. Choosing a reliable and responsible Resident Agent is essential, as failure to receive and respond to legal documents can seriously affect your business. You can serve as your Resident Agent, appoint a friend or family member, or hire a Professional Louisiana Resident Agent Services.
  • Purpose of the LLC: This section should describe the primary purpose of your LLC and the business activities it will engage in.
  • Duration of the LLC: You may choose to have your LLC exist for a specific period or continue indefinitely.

Step 6: Notify the Louisiana Secretary of State

Depending on the specific circumstances and requirements under Louisiana law, you may need to file a notice of the member’s removal with the Louisiana Secretary of State. This could involve filing the Amended Louisiana Articles of Organization or other appropriate documents. 

The filing fee for amending your Articles of Organization costs $100; however, it varies depending on your specific situation and the nature of the amendments. Consult your business attorney or refer to the Louisiana Secretary of State’s website for further guidance.

Step 7: Update Tax and Financial Records

Finally, updating the Louisiana LLC’s tax and financial records to reflect the member’s removal is essential. This may involve notifying the Internal Revenue Service (IRS) and the Louisiana Department of Revenue and updating the bank accounts, bookkeeping, and other financial records. By profession, you can manage your finances using spreadsheets, accounting software, or becoming a CPA in Louisiana.

Is It Important to Update the Operating Agreement?

It is important to update the operating agreement when you remove a member from your Louisiana LLC. The operating agreement is a key document outlining your LLC’s rules, procedures, and ownership structure. When a member is removed, it is crucial to ensure that the updated operating agreement accurately reflects the current structure and governance of the LLC.

Updating the operating agreement after removing a member may include the following:

  • Amending the list of members to remove the departing member’s name
  • Updating the ownership percentages to reflect the change in membership
  • Revising any provisions related to the management, voting rights, and decision-making processes to account for the change in membership
  • Addressing any other relevant sections that may be affected by the member’s removal

By updating the operating agreement, you can maintain clear and accurate records of your LLC’s structure, which can be crucial for legal and financial reasons and the smooth operation and management of the business.

FAQs

How do I remove a member from an LLC in Louisiana?
You must follow Louisiana’s LLC laws and your LLC’s operating agreement regarding removing a member.
Can a member of an LLC be removed involuntarily in Louisiana?
Yes, if the LLC’s operating agreement allows involuntary removal or the member breaches their fiduciary duties.
What if the LLC’s operating agreement doesn’t mention removal of a member in Louisiana?
You’ll need to follow Louisiana state law, which outlines how to remove a member of an LLC.
Can I remove a member immediately if they breach their fiduciary duties in Louisiana?
It depends on the severity of the breach and what the LLC’s operating agreement says. Consult with an attorney.
Do I need a reason to remove a member from an LLC in Louisiana?
It depends on the LLC’s operating agreement. If it allows for involuntary removals, then specific reasons may be required.
Can I remove a member for no reason in Louisiana?
If the LLC’s operating agreement allows for voluntary withdrawals, then a member can choose to leave the LLC without giving a reason.
Can a removed member take legal action against the LLC in Louisiana?
It’s possible, especially if the member’s removal violated Louisiana state law or the LLC’s operating agreement.
Can I buy out a removed member’s ownership interest in Louisiana?
It depends on the LLC’s operating agreement. It may allow a buyout provision or require a vote from the remaining members.
Can a removed member sell their ownership interest in Louisiana?
It depends on the LLC’s operating agreement. Some agreements allow for transfer of ownership interests, while others prohibit it.
Are LLC membership interests assignable in Louisiana?
Generally, an LLC’s membership interests can be assigned, but the LLC’s operating agreement may put restrictions on the transferability.
Can I expel a member from an LLC in Louisiana?
It depends on your LLC’s operating agreement. If it allows involuntary removals, then expulsion may be an option.
How many members need to vote for removal of a member in Louisiana?
It depends on the requirements outlined in your LLC’s operating agreement.
Can I remove an LLC member without their knowledge in Louisiana?
It’s not recommended or ethical to remove a member without their knowledge. Consult with an attorney to find the correct legal procedure.
Can a court order the removal of an LLC member in Louisiana?
It’s possible, especially if the member has breached their fiduciary duties or the LLC’s operating agreement.
What if a removed member is holding LLC property in Louisiana?
You’ll need to consult with an attorney to determine the proper course of action.
Can a former LLC member still receive profits in Louisiana?
It depends on the LLC’s operating agreement. The agreement may allow for the former member to retain their share of profits.
Can a member be removed from a single-member LLC in Louisiana?
Yes, the single-member LLC’s operating agreement should outline the procedure for removal, although it may be less complicated due to having only one member.
What if the LLC’s operating agreement conflicts with Louisiana state law regarding member removal?
The LLC’s operating agreement may need to be amended to comply with Louisiana state law.
Does Louisiana require an LLC to have specific grounds for removing a member?
Louisiana’s LLC code does not require specific grounds for member removal, but your LLC’s operating agreement may have certain requirements.
Can an LLC member be removed via unanimous written consent in Louisiana?
That would depend on the specific language of the LLC’s operating agreement.
What is the process for removing an LLC member in Louisiana?
You’ll need to follow the specific procedure set forth in the LLC’s operating agreement (or Louisiana state law if the agreement is silent on the matter), which may include voting and written notices.
Can I remove a member if they violate their fiduciary duties in Louisiana?
If your LLC’s operating agreement allows involuntary removals and the violation of fiduciary duty is outlined as a basis for removal, then yes.
Can an LLC member be removed for non-payment in Louisiana?
If the LLC’s operating agreement provides for involuntary removal of members for non-payment and the payments are past due, then yes.
Are there any tax implications to removing an LLC member in Louisiana?
There may be tax implications depending on how much is paid to the removed member for their interest, so consult with a tax attorney or accountant.
What if the LLC’s operating agreement is silent on member removal in Louisiana?
In that case, you’ll need to follow Louisiana LLC law to remove a member, which starts with the majority of the other members voting on the removal.
Can a member be removed from a manager-managed LLC in Louisiana?
Yes, following the procedures outlined in the LLC’s operating agreement for removal or those mandated by Louisiana state law.
What if the member being removed disagrees with the decision in Louisiana?
They make take legal action to challenge the removal and/or seek damages.
Can a removed LLC member still receive distributions in Louisiana?
It depends on the LLC’s operating agreement. The agreement may prohibit the member from receiving any share of profits or distributions.
How should I notify a member of their removal from an LLC in Louisiana?
You’ll need to follow the specific procedure outlined in the LLC’s operating agreement or Louisiana state law.
Do I need to file paperwork with the state to remove a member of an LLC in Louisiana?
Specific requirements for paperwork and notifying the state of a member’s removal vary by state, so research Louisiana’s laws and procedures.

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Conclusion

Removing a member from an LLC in Louisiana can be complex and requires careful attention to detail. By following these steps and consulting with an experienced attorney, you can ensure that your LLC remains compliant with Louisiana law and continues to operate smoothly during this transition.

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