§ 12:1306 — Name

§1306. Name
A. The name of each limited liability company as set forth in its articles of
organization:
(1)(a) Except for low-profit limited liability companies, shall contain the words
"limited liability company", the abbreviation "L.L.C.", or the abbreviation "L.C.".
(b) For low-profit limited liability companies, shall contain the words "low-profit
limited liability company", the abbreviation "L3C", or the abbreviation "l3c".
(2) Shall not contain any word or phrase which indicates or implies that it is
organized for any purpose not lawful for a limited liability company or contrary to its articles
of organization and shall not contain the phrase "doing business as" or the abbreviation
"d/b/a".
(3) Shall be distinguishable upon the records of the secretary of state from the name
of any corporation, partnership, or other limited liability company organized under the laws
of this state, any foreign corporation, partnership, or limited liability company registered or
qualified to do business in this state, any name which is reserved under R.S. 12:1307 or R.S.
12:1-402(A), or any trade name registered with the secretary of state, unless any of the
following Subparagraphs apply:
(a) The other registrant consents to the use of the name in writing and submits the
document required by law to change its name to one that is distinguishable upon the records
of the secretary of state from the name of the applying corporation or limited liability
company, effective no later than the time that the applying corporation or limited liability
company will begin to use the registrant's former name.
(b) The corporation or other limited liability company has theretofore been
authorized to do business in this state for more than two years and has never actively engaged
in business in this state. The failure of a domestic or foreign corporation to file a Louisiana
corporate franchise tax return for two consecutive years shall constitute prima facie evidence
that it has not actively engaged in business in this state during such period.
(c) The corporation or other limited liability company has failed to pay the taxes due
by it to the state for the preceding five consecutive years.
(d) The corporation, if it is a foreign corporation, has not been authorized to do
business in the state and has not filed a Louisiana corporate franchise tax return for two
consecutive years.
(e) The charter of the corporation has been revoked by the secretary of state and that
corporation has not filed a Louisiana corporate franchise tax return for two consecutive years.
(f) The other corporation or limited liability company filed for dissolution or
withdrawal prior to the preceding five years and has not received the tax clearances required
for final dissolution or withdrawal.
(4) Shall not imply that the company is an administrative agency of this state, or any
of its political subdivisions, or of the United States.
(5) Shall not contain words or phrases that consist of or comprise immoral,
deceptive, or scandalous matter.
B. Nothing in this Section shall abrogate or limit the law as to unfair competition or
unfair practice in the use of trade names, nor derogate from principles of law or the statutes
of this state, or of the United States, with respect to the right to acquire and protect trade
names.
C. The assumption of a name in violation of this Section shall not affect or vitiate
the existence of the limited liability company, but any court having jurisdiction may, upon
application of the state or of any person interested or affected, enjoin a limited liability
company from doing business under a name assumed in violation of this Section, although
its articles of organization may have been filed and recorded and a certificate of organization
issued.
D. No limited liability company shall include in its name any words which
deceptively or falsely suggest a charitable or nonprofit nature.
E. If the limited liability company seeking the issuance of a certificate of
organization in this state includes in its name the word "engineer", "engineering", "surveyor",
"surveying", or any derivative thereof, the secretary of state shall require, prior to the
issuance of the certificate of organization, evidence satisfactory to him that written notice of
such application for a certificate of organization has been delivered to the Louisiana
Professional Engineering and Land Surveying Board in writing not less than ten days prior
to the date of issuance of the certificate of organization. If the applicant limited liability
company files with its application to the secretary of state a written waiver signed by the
executive secretary or any officer of the Louisiana Professional Engineering and Land
Surveying Board waiving the requirement of ten days written notice to said board, as set
forth in the preceding sentence, the secretary of state shall be authorized to proceed
immediately with the processing of such application.
F.(1) A limited liability company name shall not contain the word "insurance" unless
the limited liability company is an independent insurance agency or brokerage firm.
(2) If a limited liability company seeking issuance of a certificate of organization in
Louisiana includes in its name the words "bank", "banker", "banking", "savings", "safe
deposit", "trust", "trustee", "building and loan", "homestead", or "credit union", the secretary
of state shall require written approval from the commissioner of the office of financial
institutions dated not less than fourteen days prior to the issuance of the certificate of
organization.
G. If a limited liability company seeking issuance of a certificate of organization in
this state includes in its name the words "architect", "architectural", or "architecture", the
secretary of state shall not file the articles of organization until the secretary of state receives
either of the following:
(1) Satisfactory evidence that written notice of the proposed use of that name was
delivered to the Louisiana State Board of Architectural Examiners at least ten days earlier.
(2) A written waiver of the ten-day notice requirement, signed by the executive
director or any member of the Louisiana State Board of Architectural Examiners.

Legislative History

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2003, No. 361, §2; Acts 2010, No. 417, §1; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2023, No. 26, §2.