§ 12:1301 — Definitions

Louisiana § 12:1301

• Jurisdiction: Louisiana
• Title 12: Conservation of Cultural Resources

Text

§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 this Section.
(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 this Section.
(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 this Section.
(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.

Legislative History

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