Key Takeaways
- Bylaws are never filed with the Louisiana Secretary of State — they're an internal governance document you keep with your corporate records
- Louisiana allows a board of just one director regardless of how many shareholders the corporation has (R.S. 12:1-803, standard 'one or more' rule) — there's no multi-director minimum tied to shareholder count.
- Required officer positions: a secretary at minimum — Louisiana is slightly more prescriptive than most Model Business Corporation Act states here: R.S. 12:1-840 states 'a corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors.' All other officer titles (president, treasurer, etc.) are discretionary, and the same individual may simultaneously hold more than one office
- Absent a contrary bylaw provision, Louisiana's default board quorum is a majority, with articles or bylaws permitted to authorize a quorum no lower than one-third of the number of directors (R.S. 12:1-824). Shareholder quorum follows the same majority/one-third-floor structure.
- Under Louisiana law, the board of directors may generally amend bylaws unless the Articles of Incorporation reserve that power exclusively to shareholders, or unless shareholders adopted a specific bylaw provision themselves that only shareholders can further amend or repeal — your bylaws' own amendment clause should state clearly whether board-alone amendment is allowed.
- Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees
Louisiana's Business Corporation Act was fully rewritten effective January 1, 2015, explicitly modeled on the Model Business Corporation Act but adapted for Louisiana's civil-law traditions. It's flexible for small corporations in most respects — a single person can be the sole director, sole shareholder, and hold every officer title at once — but Louisiana is slightly more prescriptive than most peer states in one specific way: it statutorily requires a secretary, where most MBCA states name no required office at all.
This guide covers exactly what to include in a Louisiana corporation's bylaws in 2026 — the difference between bylaws and your Articles of Incorporation, Louisiana's default rules for directors, officers, meetings, and voting, and the state-specific wrinkle around cumulative voting and written consent that a generic template can easily miss.
What Are Louisiana Corporate Bylaws?
Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Louisiana Secretary of State — they're an internal governance document you adopt and keep with your corporate records.
Louisiana law requires the incorporators or initial board to adopt bylaws, but nothing in the Louisiana Business Corporation Act requires filing them with the Secretary of State — they stay in your corporate records, not on the public record the way your Articles of Incorporation do.
Bylaws vs. Articles of Incorporation in Louisiana
Your Articles of Incorporation are a short public document filed with the Louisiana Secretary of State under the Louisiana Business Corporation Act (La. R.S. 12:1-101 et seq.) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs.
Amending your Articles of Incorporation requires a formal filing with the Louisiana Secretary of State and, in most cases, shareholder approval — amending bylaws requires neither a state filing nor (usually) shareholder approval, since the board alone can typically make bylaws changes unless your specific bylaws say otherwise.
Board of Directors: Louisiana's Default Rules
Louisiana allows a board of just one director regardless of how many shareholders the corporation has (R.S. 12:1-803, standard 'one or more' rule) — there's no multi-director minimum tied to shareholder count.
Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Louisiana doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one.
If a board seat becomes vacant and your bylaws don't specify a filling procedure, Louisiana law defaults to the board or the shareholders being able to fill it, whichever acts first.
Yes — Louisiana explicitly allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously, subject to Louisiana's one statutorily-required office (secretary) still needing to be named. Your bylaws should name that required office even in a single-owner corporation.
Required Officer Positions in Louisiana
a secretary at minimum — Louisiana is slightly more prescriptive than most Model Business Corporation Act states here: R.S. 12:1-840 states 'a corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors.' All other officer titles (president, treasurer, etc.) are discretionary, and the same individual may simultaneously hold more than one office
Louisiana places no restriction on one person holding multiple officer titles simultaneously — a sole owner can be secretary, president, and treasurer at once, which is common for single-shareholder Louisiana corporations. The statute confirms this directly.
Meeting, Notice, and Quorum Defaults
Louisiana requires an annual shareholder meeting to elect directors and handle other business, though failure to hold one on the exact date doesn't automatically dissolve the corporation — it just creates a right for a shareholder to petition a court to order one if it's been unreasonably delayed.
Absent a contrary bylaw provision, Louisiana's default board quorum is a majority, with articles or bylaws permitted to authorize a quorum no lower than one-third of the number of directors (R.S. 12:1-824). Shareholder quorum follows the same majority/one-third-floor structure.
Louisiana requires standard advance notice of shareholder meetings within the statutory window absent a different bylaw provision, and board meeting notice requirements are largely left to the bylaws — regular board meetings can be held without notice if the bylaws say so, while special meetings typically require shorter advance notice unless the bylaws provide otherwise.
Louisiana permits both directors and shareholders to act by unanimous written consent in lieu of holding a formal meeting, with one specific wrinkle: if the Articles of Incorporation provide for cumulative voting, the annual meeting to elect directors may NOT be conducted by less-than-unanimous written consent. Outside that scenario, your bylaws should explicitly authorize the written-consent mechanism.
Voting Procedures Your Bylaws Should Address
Louisiana's default voting standard for board action is a majority of directors present at a meeting where a quorum exists; directors are elected by a plurality/majority default unless your bylaws or the Articles require a higher (supermajority) threshold for specific actions.
Louisiana does NOT provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the Articles of Incorporation specifically opt into it, the standard MBCA rule (not the Illinois reverse-default). If cumulative voting is authorized in the Articles, there's a specific Louisiana-confirmed wrinkle: the annual director election may not be conducted by less-than-unanimous written consent once cumulative voting applies.
Louisiana shareholders may vote by proxy, and your bylaws should specify how proxies are appointed and revoked, along with any expiration period for proxy authority if you want one shorter than Louisiana's default rules.
Stock and Shareholder Provisions
Louisiana permits both certificated and uncertificated shares — most small corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses and how share records are maintained either way.
Absent a contrary bylaw provision, Louisiana's default record date for determining which shareholders may vote at a meeting is the day the board fixes, or if none is fixed, a default statutory date — most bylaws set this explicitly to avoid ambiguity.
Louisiana permits reasonable restrictions on share transfer — such as rights of first refusal among existing shareholders — but they're only enforceable against a shareholder who had notice of the restriction (a conspicuous notation on the certificate, or actual knowledge for uncertificated shares), so any transfer restrictions belong in both the bylaws and a legend on the actual stock certificates.
Indemnification of Directors and Officers
Louisiana's indemnification framework (LBCA indemnification subchapter, R.S. 12:1-850 series) mirrors the MBCA's Subchapter E — largely permissive, with a mandatory element for a director or officer wholly successful in defense of a proceeding. Your bylaws typically expand on the permissive right to make indemnification mandatory to the fullest extent Louisiana law allows, which is the standard approach most Louisiana corporations take.
Louisiana expressly authorizes a corporation to purchase directors' and officers' liability insurance regardless of whether the corporation could otherwise indemnify the person — your bylaws' indemnification section and any D&O policy should be reviewed together so the two don't leave a coverage gap.
How to Draft Bylaws for Your Louisiana Corporation
If You Do It Yourself
Step 1 — Confirm your Articles of Incorporation are filed first.
Bylaws govern a corporation that already legally exists — file your Articles with the Louisiana Secretary of State before drafting bylaws around them.
Step 2 — Set your board of directors structure.
Louisiana allows a board of just one director regardless of how many shareholders the corporation has (R.S. 12:1-803, standard 'one or more' rule) — there's no multi-director minimum tied to shareholder count. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Louisiana doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one.
Step 3 — Name your required officer positions.
a secretary at minimum — Louisiana is slightly more prescriptive than most Model Business Corporation Act states here: R.S. 12:1-840 states 'a corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors.' All other officer titles (president, treasurer, etc.) are discretionary, and the same individual may simultaneously hold more than one office Louisiana places no restriction on one person holding multiple officer titles simultaneously — a sole owner can be secretary, president, and treasurer at once, which is common for single-shareholder Louisiana corporations. The statute confirms this directly.
Step 4 — Set meeting, notice, and quorum rules.
Absent a contrary bylaw provision, Louisiana's default board quorum is a majority, with articles or bylaws permitted to authorize a quorum no lower than one-third of the number of directors (R.S. 12:1-824). Shareholder quorum follows the same majority/one-third-floor structure. Louisiana requires standard advance notice of shareholder meetings within the statutory window absent a different bylaw provision, and board meeting notice requirements are largely left to the bylaws — regular board meetings can be held without notice if the bylaws say so, while special meetings typically require shorter advance notice unless the bylaws provide otherwise.
Step 5 — Address voting procedures.
Louisiana's default voting standard for board action is a majority of directors present at a meeting where a quorum exists; directors are elected by a plurality/majority default unless your bylaws or the Articles require a higher (supermajority) threshold for specific actions. Louisiana does NOT provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the Articles of Incorporation specifically opt into it, the standard MBCA rule (not the Illinois reverse-default). If cumulative voting is authorized in the Articles, there's a specific Louisiana-confirmed wrinkle: the annual director election may not be conducted by less-than-unanimous written consent once cumulative voting applies.
Step 6 — Cover stock and shareholder mechanics.
Louisiana permits both certificated and uncertificated shares — most small corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses and how share records are maintained either way.
Step 7 — Include an indemnification provision.
Louisiana's indemnification framework (LBCA indemnification subchapter, R.S. 12:1-850 series) mirrors the MBCA's Subchapter E — largely permissive, with a mandatory element for a director or officer wholly successful in defense of a proceeding. Your bylaws typically expand on the permissive right to make indemnification mandatory to the fullest extent Louisiana law allows, which is the standard approach most Louisiana corporations take.
Step 8 — Write your amendment procedure.
Under Louisiana law, the board of directors may generally amend bylaws unless the Articles of Incorporation reserve that power exclusively to shareholders, or unless shareholders adopted a specific bylaw provision themselves that only shareholders can further amend or repeal — your bylaws' own amendment clause should state clearly whether board-alone amendment is allowed.
Step 9 — Adopt the bylaws at your organizational meeting.
Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested.
Step 10 — Watch for Louisiana-specific bylaws traps.
Louisiana has two genuine quirks worth calling out: it requires a secretary as the one statutorily-named officer (most peer states name no required office at all), and if your Articles authorize cumulative voting, the annual director election can't be conducted by less-than-unanimous written consent — a specific Louisiana-confirmed rule not shared by most of the other states in this guide's series. The Louisiana Business Corporation Act was also fully rewritten effective January 1, 2015, so older secondary sources referencing the prior Business Corporation Law may be out of date.
If LLC Attorney Does It for You
- Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure.
- LLC Attorney drafts bylaws tailored to Louisiana's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification.
- Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows.
When Should You Talk to an Attorney About Your Louisiana Corporation's Bylaws?
Talk to an attorney before finalizing your Louisiana corporation's bylaws if you have multiple shareholders with unequal ownership stakes and want customized voting or transfer-restriction provisions, if you want cumulative voting rights and need the corresponding Articles of Incorporation language and unanimous-consent wrinkle handled correctly, or if you want a R.S. 12:1-732 shareholder agreement that dispenses with a traditional board structure.
What You Actually Get With LLC Attorney's Louisiana Bylaws Drafting
Generic bylaws templates often miss Louisiana's required-secretary rule and the specific written-consent restriction that applies once cumulative voting is authorized. LLC Attorney drafts bylaws that reflect what the current (2015) Louisiana Business Corporation Act actually says, not an outdated or one-size-fits-all template.
- Bylaws drafted specifically for Louisiana's corporate code, starting at $49.
- Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template.
- Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions.
Louisiana's corporate law is modern and workable, but its specific quirks — the required secretary, the cumulative-voting consent wrinkle — need bylaws drafted with them in mind. LLC Attorney makes sure your governance documents match Louisiana law from day one.
Need Bylaws for Your Louisiana Corporation?
LLC Attorney drafts corporate bylaws tailored to your Louisiana corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our full pricing for all service tiers.
Frequently Asked Questions
No. Bylaws are an internal governance document — they're never filed with the Louisiana Secretary of State or any other state agency. They stay with your corporate records rather than becoming part of the public record the way your Articles of Incorporation do.
Your Articles of Incorporation are a short public document filed with the Louisiana Secretary of State that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, longer document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere.
Louisiana requires a secretary at minimum (R.S. 12:1-840) — all other officer titles are discretionary and described in the bylaws or set by board resolution. The same person may hold the secretary title plus any additional titles like president or treasurer.
Yes. Under Louisiana law, the board of directors can generally amend bylaws on its own unless the Articles reserve that power to shareholders, or unless shareholders previously adopted a bylaw provision that only they can further amend. Your bylaws should include their own amendment procedure so it's clear from the start.
Absent a contrary bylaw provision, Louisiana's default quorum is a majority — a majority of directors in office for board meetings, and a majority of shares entitled to vote for shareholder meetings — though bylaws may authorize a floor no lower than one-third. Your bylaws can also raise this threshold.
Louisiana's indemnification framework mirrors the MBCA's permissive approach with a mandatory element for a director or officer wholly successful in defense of a proceeding. Most Louisiana corporate bylaws expand on this to make indemnification mandatory to the fullest extent state law allows.
Yes. Louisiana allows one person to be the sole shareholder, sole director, and hold every corporate officer title simultaneously (including the required secretary title) — a common and fully valid structure for single-owner Louisiana corporations.
No formal statutory close-corporation election exists under the 2015 Louisiana Business Corporation Act. Instead, closely-held Louisiana corporations use broadly enforceable shareholder agreements under R.S. 12:1-732 to restrict board authority and simplify governance — a contractual substitute for a formal election.
Yes. LLC Attorney drafts corporate bylaws tailored to your Louisiana corporation as part of formation, starting at $49.