Louisiana Partnership Agreement

Louisiana partnership agreements are the backbone of a partnership since Louisiana has not adopted the Uniform Partnership Act or Uniform Limited Partnership Act. This gives partnerships more flexibility to govern themselves effectively, especially once they have accepted a well-rounded partnership agreement.

Last updated December 26th, 2024

Louisiana partnership agreements are the backbone of a partnership since Louisiana has not adopted the Uniform Partnership Act or Uniform Limited Partnership Act. This gives partnerships more flexibility to govern themselves effectively, especially once they have accepted a well-rounded partnership agreement.

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Louisiana Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Louisiana Partnership Registration Form (R.S. 9:3401) ($100.00)
Limited Partnership (LP) Register Online At geauxBIZ ($125.00)
Limited Liability Partnership (LLP) Application of a Registered Limited Liability Partnership (R.S. 9:3432)
($125.00)
Limited Liability Limited Partnership (LLLP) Register Online At geauxBIZ ($125.00)

Fiduciary Duty

Partners that engage in outside business using the partnership or have received profits or property then, they must “account to the partnership and partners” the profits and bnefits received. [1]
Partners can “not conduct any activity” that is conflict with their duties or the partnership.[2]

Liability

Partners in a commendam (also known as a limited partnership) enjoy liability protection from “the obligations of the partnership.”[3]
Partners in a commendam (also referred to as limited partners) who are also general partners are liable if they control business but “only to the persons” transacting business with the commendam partner (reasonably) believing they are a general partner. [4]
Partners in commendam do not “participate in the control of the business,” but this does not include partnership duties such as “being an employee of” or advising the general partner. [5]

State Definitions (3)

Partnership means a juridical person or for-profit entity that is owned by two or more parties and “distinct from its partners.” [6]
Partnership in commendam consists of one or more general partners who have the powers, rights, and obligations of partners and one or more partners in commendam, or limited partners, whose powers, rights, and obligations are defined by Louisiana. [7]
Registered limited liability partnership means a partnership that has filed a successful “application stating the name of the partnership, the address of the principal office, the number of partners” as well as a host of other identifying information to the Louisiana Secretary of State and has been approved by the SOS to operate as such. [8]