From the Desk at Valorem: An Introduction to Three Practice Areas

Estate Planning in Louisiana

Estate planning is the deliberate arrangement of one's affairs to provide for loved ones, preserve wealth across generations, and minimize disputes after death or incapacity. In most American states, estate planning rests on common law principles inherited from England. Louisiana is different. Our state operates under a civil law system descended from the Napoleonic Code, and that distinction shapes nearly every aspect of how property passes here.

How the law functions

A Louisiana estate plan typically involves several coordinated instruments: a last will and testament, a power of attorney for financial matters, an advance directive or living will for medical decisions, and — where appropriate — a trust. The Louisiana Civil Code recognizes two principal forms of testament: the olographic testament (entirely handwritten, dated, and signed by the testator) and the notarial testament (executed before a notary and two witnesses with specific formalities). Failing to observe these formalities can render a will absolutely null, regardless of how clearly the testator's intentions were expressed.

Louisiana also retains the doctrine of forced heirship, which obligates a parent to leave a portion of their estate — the legitime — to children who are under twenty-four years of age at the time of the parent's death, or to children of any age who are permanently incapable of caring for themselves. This is a meaningful constraint on testamentary freedom that does not exist in common law states, and it must be carefully accounted for when drafting.

Common concerns

Clients most frequently come to us worried about three things: ensuring that minor children are provided for and properly cared for; avoiding the cost, delay, and public exposure of contested succession proceedings; and preserving family businesses, immovable property (real estate), and mineral interests across generations. The interplay of community property rules — Louisiana is a community property state — with succession law adds further complexity, particularly for blended families and second marriages.

Valorem's approach

We believe estate planning should be conservative in its drafting and exhaustive in its consideration of contingencies. We take time to understand a client's family circumstances, assets, and goals before recommending any structure, and we draft instruments that comply strictly with the formalities the Civil Code requires. We prefer clarity over cleverness: an estate plan that works without litigation is worth more than one that creates novel arguments for heirs to litigate. We also revisit plans periodically with clients, because life circumstances and the law itself change over time.

Business Formation in Louisiana

Forming a business is one of the most consequential legal decisions an entrepreneur will make. The choice of entity — sole proprietorship, partnership, limited liability company, or corporation — determines how the business is taxed, how its owners are protected from liability, how it can raise capital, and how it can be transferred or dissolved. In Louisiana, those choices are filtered through a civil law framework that uses some familiar terminology in unfamiliar ways.

How the law functions

Most new Louisiana businesses are organized as limited liability companies (LLCs) under the Louisiana Limited Liability Company Law, or as corporations under the Louisiana Business Corporation Act. Formation requires filing articles of organization or incorporation with the Louisiana Secretary of State, designating a registered agent, and — critically — adopting a written operating agreement (for an LLC) or bylaws (for a corporation). The internal governance documents are where most disputes are won or lost long before they arise.

Louisiana law presents a few distinctive features that founders should understand from the outset. Our non-compete statute, La. R.S. 23:921, is among the strictest in the nation: non-competition and non-solicitation agreements are unenforceable unless they meet narrow statutory requirements, including specific geographic parishes and a maximum two-year duration. Provisions that work in Texas or Mississippi will often be void in Louisiana. Louisiana also imposes its own franchise tax on certain entities and has particular rules for professional entities — lawyers, doctors, accountants, and other licensed professionals must use specific entity forms.

Common concerns

New business owners typically focus on liability protection, tax treatment, and the ability to bring on partners or investors later. Established businesses come to us with operating agreement disputes, ownership transitions, employment matters, vendor and customer contracts, and questions about expansion or sale. Across the lifecycle, the same underlying question recurs: do the documents actually say what we need them to say if something goes wrong?

Valorem's approach

We approach business formation as a long-term planning exercise, not a paperwork transaction. We talk with founders about where they realistically want the business to be in five and ten years, and we draft governing documents that anticipate growth, conflict, and exit. We are deliberate about Louisiana-specific concerns — particularly La. R.S. 23:921 and the use of forms drafted for other jurisdictions — because we have seen the consequences when out-of-state templates are used without revision. Conservative drafting today prevents expensive litigation tomorrow.

Oil and Gas Law in Louisiana

Louisiana sits atop some of the most productive hydrocarbon basins in the country, and the legal regime governing the development of those resources is among the most sophisticated. Mineral law in Louisiana is its own field, with its own code, its own vocabulary, and concepts that have no direct equivalent in common law states.

How the law functions

The Louisiana Mineral Code, enacted in 1974, governs the rights of landowners, mineral owners, lessees, and operators. Unlike the common law severed-estate model used in Texas and elsewhere, Louisiana does not recognize perpetual ownership of minerals separate from the land. Instead, the Mineral Code creates mineral servitudes, mineral royalties, and mineral leases as distinct real rights that exist for limited periods. A mineral servitude, for example, is generally extinguished by ten years of non-use — the doctrine of liberative prescription — at which point the mineral rights revert to the surface owner.

Other distinctive features include the rules governing forced pooling and unitization administered by the Louisiana Office of Conservation, the obligations of a lessee to act as a reasonably prudent operator, the doctrine of legal subrogation in title matters, and Louisiana's particular approach to royalty payment disputes under La. R.S. 31:137 et seq. Title examination in Louisiana mineral matters requires familiarity with conveyance and mortgage records maintained at the parish level, and with the often-tangled history of family transfers, successions, and partitions that touch immovable property.

Common concerns

Landowners come to us with lease offers and want to understand whether the terms are favorable, whether bonus and royalty figures are at market, and what protections they should negotiate for surface use, depth limitations, and Pugh clauses. Mineral owners ask about prescription, division orders, and the proper calculation of royalties. Operators and working interest owners deal with title curative work, joint operating agreements, and disputes over costs and production. Across all of these matters, the stakes are typically substantial and the documents are typically long-lived — leases negotiated today may govern relationships for decades.

Valorem's approach

Oil and gas matters reward careful reading and disciplined drafting. We approach lease negotiations and title work with the patience the subject demands: examining the chain of title thoroughly, identifying prescription issues before they become problems, and negotiating lease terms with attention to the protections that matter most over the life of the agreement. We are conservative about representations and warranties, deliberate about deadlines and prescriptive periods, and candid with clients about both the opportunities and the risks a particular transaction presents. In a field where a single overlooked clause can affect royalty streams for a generation, careful is not slow — it is essential.

A Word on Our Approach

Across all three of these practice areas, Valorem Law Group applies the same philosophy: understand the client's circumstances thoroughly, draft documents that comply strictly with Louisiana law, anticipate the disputes that documents are meant to prevent, and prefer clarity and durability over novelty. Louisiana law is distinctive, and the cost of treating it as though it were not is borne by clients long after the engagement ends. We would rather take the time to do the work properly the first time.

If you have questions about estate planning, business formation, or oil and gas matters in Louisiana, we welcome the conversation.