Louisiana Revised Statutes 12:1333 – A. Except as otherwise provided in the articles of organization, a written operating agreement, or as provided in R.S. 12:1333.1, if a member who is an individual dies or a court of
Terms Used In Louisiana Revised Statutes 12:1333
- Articles of organization: means documents filed under La. See Louisiana Revised Statutes 12:1301
- Executor: A male person named in a will to carry out the decedent
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- 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. See Louisiana Revised Statutes 12:1301
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- 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. See Louisiana Revised Statutes 12:1301
- 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. See Louisiana Revised Statutes 12:1301
A. Except as otherwise provided in the articles of organization, a written operating agreement, or as provided in La. Rev. Stat. 12:1333.1, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member’s membership ceases and the member’s executor, administrator, guardian, conservator, or other legal representative shall be treated as an assignee of such member’s interest in the limited liability company.
B. If the last remaining member dies, the duly appointed executor or administrator of the member shall have the authority to sell any real estate owned by the limited liability company.
C. If the last remaining member is an individual and a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the curator of the member shall have the authority to sell any real estate owned by the limited liability company.
D. Except as otherwise provided in the articles of organization or a written operating agreement, if a member is a corporation, trust, or other entity and is dissolved or terminated, the member’s membership ceases and the member’s legal representative or successor shall be treated as an assignee of such member’s interest in the limited liability company.
E. If all members die, the succession representative of any of the deceased members may petition the court for dissolution, windup, and liquidation of the limited liability company pursuant to La. Rev. Stat. 12:1334 et seq.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2014, No. 251, §1; Acts 2016, No. 170, §1; Acts 2022, No. 156, §1.