USA – LOUISIANA Law and Practice Contributed by: Jeffrey P. Good, Susan M. Tyler, B. Trevor Wilson and Parker Hufft, Jones Walker LLP
For LLCs, operating agreements typically address management structure, voting rights, capital calls, distribution schedules and transfer restrictions. For corporations, standard corporate governance applies, including board oversight, officer responsibilities and shareholder rights. The Corporate Transparency Act, which became effective on 1 January 2024, imposed beneficial own - ership information reporting requirements on most entities, including those used for real estate invest - ment. However, under the March 2025 interim final rule of the Financial Crimes Enforcement Network (FinCEN), domestic entities and US persons are cur - rently exempt from beneficial ownership reporting; reporting obligations presently apply only to certain foreign entities registered to do business in the USA. FinCEN’s Residential Real Estate Rule, which became effective on 1 March 2026, required designated reporting persons – such as settlement agents and title insurance companies – to report certain non- financed, “all-cash” or privately financed transfers of residential property to legal entities or trusts to the US Department of the Treasury. The rule was intend - ed to enhance anti-money laundering oversight and increase transparency by requiring disclosure of the beneficial owners behind these entities. However, on 19 March 2026, a federal district court vacated the rule nationwide. As a result, the rule is not currently in effect, although the government may appeal and seek its reinstatement. 5.6 Annual Entity Maintenance and Accounting Compliance Annual maintenance costs for real estate investment entities in Louisiana typically include nominal state fil - ing fees, any fees to a commercial registered agent, accounting and tax preparation fees, entity level tax filings and local business licence fees. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time Louisiana law recognises several types of grants that allow a person to occupy and use real estate. The right
of exclusive use of real estate may be granted by a lease of improved or unimproved real estate for a term not exceeding 99 years. A grant of servitude estab - lishes the (usually non-exclusive) right of an estate or person to use real estate for specific purposes, such as passage or access. Servitudes may be predial or personal. Predial servitudes are established in favour of an estate and may not be separated or assigned sepa - rately from the estate, while personal servitudes are established in favour of a person or juridical entity and may be freely assigned. Usufruct is a personal servi - tude that confers the exclusive right to the use of real estate and to occupy and/or collect the fruits, rents and revenues therefrom. A usufruct may be estab - lished by contract or by operation of law and usually terminates on the death of the grantee. The right of habitation may be granted to a person, conferring the right to occupy the real estate. 6.2 Types of Commercial Leases There are two basic types of commercial lease: the ground lease and the commercial lease. A form of ground lease is utilised for the lease of undeveloped land on which a tenant intends to construct build - ings and improvements. Ground leases usually have a longer term, which may extend to a maximum of 99 years. A form of commercial lease is utilised for the lease of commercial buildings or for space in com - mercial buildings. Within the commercial lease category, several special - ised forms have evolved to address specific property types, including: • office leases – typically structured with base rent plus operating expense pass-throughs; • retail leases – often include percentage rent provi - sions based on tenant sales; • industrial/warehouse leases – usually net leases with tenant responsibility for most operating expenses; and • medical office leases – specialised provisions for medical waste and healthcare compliance.
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