Louisiana § RS 12:1337 - Distribution of assets

Full text of Louisiana Louisiana Civil Code § RS 12:1337 — Distribution of assets, with citation guidance and answers to common questions.

§ RS 12:1337. Distribution of assets

A.  Upon the winding up of a limited liability company, any assets remaining after paying or adequately providing for the payment of all debts and liabilities of the limited liability company, including all costs and expenses of the liquidation and any and all contingent liabilities of which the members or liquidator has knowledge, shall be distributed as follows:

(1)  Except as provided in the articles of organization or a written operating agreement, to members or former members in satisfaction of liabilities for distributions under R.S. 12:1324 or 1325.  

(2)  Except as provided in the articles of organization or a written operating agreement, to members and former members, first, for the return of their capital contributions, and secondly, respecting their membership interests, in the proportions in which the members share in distributions.  

B.  In the event that there are contingent liabilities for which provision has been made as above, the members conducting the dissolution or liquidator shall not be dismissed until the contingent liabilities and debts have been paid or settled in full.  

Acts 1992, No. 780, §2, eff. July 7, 1992.  

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

Frequently Asked Questions About Louisiana § RS 12:1337

What does Louisiana Civil Code § RS 12:1337 cover?

Section RS 12:1337 ("Distribution of assets") 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 12:1337?

A common citation format is "Louisiana Civil Code § RS 12:1337" (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 12:1337 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.