2019 Regular Session ENROLLED
SENATE RESOLUTION NO. 37
BY SENATOR GATTI
A RESOLUTION
To urge and request the Louisiana State Law Institute and the Louisiana Tax Institute to
study the feasibility of authorizing "series" limited liability companies in Louisiana.
WHEREAS, R.S. 12:1301 et seq., presently authorize and provide requirements for
the formation and operation of limited liability companies in Louisiana; and
WHEREAS, the laws of certain other states governing limited liability companies
specifically provide for what is known as a "series" limited liability company; and
WHEREAS, such laws in other states authorize a limited liability company to
establish one or more designated "series" of members, managers, or limited liability
company interests or assets; and
WHEREAS, such laws further provide that a designated "series" may have a separate
business purpose or investment objective, and separate rights, powers, or duties with respect
to specified property or obligations of the limited liability company or profits and losses
associated with the property or obligations; and
WHEREAS, proponents of authorizing "series" limited liability companies maintain
that such company is a business entity model offering the potential for enhanced asset,
liability, and tax protection, reduction of administrative costs, and treatment under state law
as a single entity; and
WHEREAS, state and federal law continues to evolve regarding the legal treatment
of "series" limited liability companies; and
WHEREAS, the potential utility and legal treatment of "series" limited liability
companies in Louisiana should be studied by the Louisiana State Law Institute and the
Louisiana Tax Institute, and any recommendations for authorization or legal treatment
presented in the form and content of proposed substantive legislation.
THEREFORE, BE IT RESOLVED that the Senate of the Legislature of Louisiana
does hereby urge and request that the Louisiana State Law Institute and the Louisiana Tax
Institute study the feasibility of authorizing "series" limited liability companies in Louisiana.
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BE IT FURTHER RESOLVED that a copy of this Resolution be transmitted to the
director of the Louisiana State Law Institute and the board of the Louisiana Tax Institute,
and that the Louisiana State Law Institute and the Louisiana Tax Institute report their
findings and recommendations to the legislature on or before January 31, 2020.
PRESIDENT OF THE SENATE
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