Louisiana § RS 12:1325 - Distributions upon withdrawal

Full text of Louisiana Louisiana Civil Code § RS 12:1325 — Distributions upon withdrawal, with citation guidance and answers to common questions.

§ RS 12:1325. Distributions upon withdrawal

A.  If a limited liability company has been constituted for a term, a member may withdraw without the consent of the other members prior to the expiration of the term, provided he has just cause arising out of the failure of another member to perform an obligation.

B.  A member of a limited liability company not entered into for a term may withdraw or resign from a limited liability company at the time or upon the happening of an event specified in a written operating agreement and in accordance with the written operating agreement.  If a written operating agreement does not specify the time or the events upon the happening of which a member may withdraw or resign, a member of a limited liability company not entered into for a term may resign or withdraw upon not less than thirty days prior written notice to the limited liability company at its registered office as filed of record with the secretary of state and to each member and manager at each member's and manager's address as set forth on the records of the limited liability company.

C.  Except as otherwise provided in this Chapter, on withdrawal or resignation, a withdrawing or resigning member is entitled to receive such distribution, if any, to which the member is entitled under a written operating agreement and, if not otherwise provided in a written operating agreement, within a reasonable time after withdrawal or resignation, the fair market value of the member's interest as of the date of the member's withdrawal or resignation.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995.

Source: official Louisiana text · Last verified 2026-08-27

Frequently Asked Questions About Louisiana § RS 12:1325

What does Louisiana Civil Code § RS 12:1325 cover?

Section RS 12:1325 ("Distributions upon withdrawal") is part of the Louisiana Civil Code, the codified statutory law of Louisiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Louisiana § RS 12:1325?

A common citation format is "Louisiana Civil Code § RS 12:1325" (Louisiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Louisiana law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Louisiana official source linked on this page or consult a licensed Louisiana attorney.

How does Louisiana § RS 12:1325 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Louisiana can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Louisiana.