This guide covers how to dissolve a Louisiana LLC or corporation, which forms to file with the Louisiana Secretary of State (SOS), what it costs, and what to do after filing to fully close your business. The steps are based on the Louisiana Secretary of State's dissolution filing instructions and the Louisiana Department of Revenue's (LDR) guidance on charter dissolution.
Stopping operations without completing these steps leaves your business legally active. Annual report obligations, franchise taxes, and potential personal liability continue to accumulate. Properly close your business to ensure liability protection and prevent legal disputes.
Types of business dissolution in Louisiana
Louisiana recognizes three types of business dissolution: voluntary, administrative, and judicial.
Voluntary dissolution
Voluntary dissolution is owner-initiated. The members of an LLC or the shareholders of a corporation vote to close the business. You control the timing, complete the required internal steps, and file the paperwork with the Louisiana Secretary of State when you're ready.
Administrative dissolution
Administrative dissolution happens when the Louisiana Secretary of State dissolves your business for failing to meet state requirements, most commonly for failing to file annual reports or maintain a registered agent. You don't choose this; the state imposes it.
If your business has already been administratively dissolved, you may be able to apply for reinstatement rather than forming a new entity. Acting quickly matters, because you'll need to resolve outstanding fees and overdue filings before reinstatement is possible.
Judicial dissolution
Judicial dissolution is court-ordered, typically arising from serious owner disputes, allegations of fraud, or circumstances that make continuing the business legally untenable. This path falls outside the scope of a DIY guide. If you're facing a court-ordered dissolution, consult a licensed Louisiana attorney before taking any steps.
Note: This guide covers LLC and corporation dissolution in depth. If your business is a nonprofit, see our full resource on how to dissolve a nonprofit corporation. If you operate a partnership, see our guide on how to dissolve a business partnership.
How to dissolve an LLC in Louisiana: Step-by-step
Dissolving a Louisiana LLC requires completing a specific sequence in order: member vote, wind-up, creditor notification, state filing, and tax settlement. Skipping or reordering steps creates legal and financial exposure that can follow you long after the business is gone.
Step 1: Hold a member vote to dissolve
Check your operating agreement first. It controls the required vote and how the decision must be documented. If you don't have a written operating agreement, Louisiana's default statute requires unanimous member consent. Document the vote in writing, and keep that record.
Step 2: Wind up business affairs
Winding up means completing open contracts, collecting money owed, liquidating assets, paying debts, and distributing whatever remains to members. Once your affidavit is accepted, the LLC exists only to resolve remaining issues and may no longer conduct new business.
Step 3: Notify creditors and settle debts
Before filing with the Louisiana Secretary of State, notify known creditors in writing and make provisions to satisfy outstanding obligations. Creditors retain the right to pursue claims during the winding-up period, so settling debts (or at minimum setting aside funds to cover them) protects members from personal exposure after dissolution.
This step matters particularly if you're considering the short-form affidavit (discussed in the next step). Under Louisiana law, members who dissolve via the short form are personally liable for any debts or other claims against the LLC in proportion to their ownership interest. If your LLC has outstanding debts, consult an attorney before choosing the short form.
Step 4: File the affidavit to dissolve with the Louisiana Secretary of State
This is the official state filing that legally ends your LLC's existence. Louisiana LLCs file the “short-form” Affidavit to Dissolve a Limited Liability Company.
The short form is for LLCs that have cleared all debts and distributed assets; the long form applies to more complex situations. The long form, if done properly, creates a three-year peremptive period that permanently bars claims against the LLC after that deadline. It’s a meaningful protection the short form does not provide.
You can file online at GeauxBiz, the Louisiana Secretary of State's business portal, or submit the paper affidavit by mail or fax with the completed form and filing fee. Notarization rules depend on your filing method:
- Paper filing. All members or organizers must sign the affidavit in person before a Louisiana notary public, who must also sign and include their notary or bar roll number on the form.
- Online filing through GeauxBiz. Instead of notarization, the filer enters each authorizing member or organizer's name and email address into the system, and GeauxBiz emails each one a separate authorization request. Each must individually authorize the dissolution through the system before the filing can be finalized. If any one of them opposes the dissolution, the affidavit won't be processed. The filer then types their name in the electronic signature box as a certification of accuracy.
Filing and recording LLC dissolution proceedings costs $100, and standard processing time is approximately seven business days. Expedited options are available for an additional fee. Always verify current amounts with the Louisiana Secretary of State before filing.
Once your affidavit is accepted, you'll receive a certificate of dissolution as proof that the LLC has been dissolved under Louisiana state law.
Step 5: Notify tax agencies and settle remaining taxes
The Secretary of State closes the corporate record. It does not automatically close your tax accounts—those require separate action.
Louisiana does not require a domestic LLC to obtain a formal tax clearance. However, the Secretary of State may check with the Louisiana Department of Revenue and Louisiana Works (formerly the Louisiana Workforce Commission) to confirm proper paperwork has been filed. Stay current on tax and employee filings before you dissolve.
File final state income and franchise tax returns with the Louisiana Department of Revenue. Cancel your Louisiana sales tax account if your LLC was registered to collect sales tax, and close any employer accounts with Louisiana Works. The Louisiana Department of Revenue's FAQ on charter dissolution outlines these obligations in detail.
How to dissolve a corporation in Louisiana: Step-by-step
Dissolving a Louisiana corporation follows the same general sequence as an LLC (internal approval, winding up, and state filing), but the approval structure and filing forms differ. Shareholders, not members, drive the vote. For long-form corporate dissolutions, the Louisiana Secretary of State also checks with the Louisiana Department of Revenue and Louisiana Works before finalizing.
Step 1: Obtain board and shareholder approval
First, the board of directors must adopt a resolution recommending dissolution and submit it to shareholders for approval. Your corporate bylaws may specify additional steps or a higher vote threshold than the statutory default.
Shareholders must vote to approve dissolution. Unless the articles of incorporation or the board require a greater number, dissolution requires approval by a simple majority of votes entitled to be cast. Document the vote in meeting minutes or written consent and keep it with your corporate records.
Step 2: Wind up, notify creditors, and settle obligations
After the shareholder vote, the corporation enters the winding-up phase. The mechanics mirror what LLC members do, with one key distinction: Remaining assets flow to shareholders, not members.
Winding up means completing or terminating open contracts, collecting accounts receivable, liquidating assets, paying all outstanding debts and taxes, and distributing remaining assets to shareholders in accordance with Louisiana law.
Notify creditors of your intent to dissolve and negotiate any remaining obligations. Do not distribute assets to shareholders until debts are fully resolved. Doing so creates personal exposure for officers and directors.
Step 3: File to dissolve the corporate charter
A corporation can dissolve by two methods: filing a notarized Affidavit to Dissolve Corporation (also called the short-form affidavit) or filing an application to dissolve (the long-form dissolution). Per the Louisiana Department of Revenue, the short-form affidavit is available only if the corporation is no longer doing business, owes no debts, owns no assets, and owns no immovable property. Any other situation requires the long form.
All shareholders must sign the dissolution form. If no shares were issued, all incorporators must sign. Notarization is required for mail and fax filings (online filings through GeauxBiz do not require notarization, but the system generates emails to each listed shareholder or incorporator requiring authorization before the filing is processed).
Filing and recording the affidavit costs $75. Expedited processing is available for $30 for 24-hour processing or $50 for 2- to 4-hour priority processing, but you should always confirm current amounts on the Louisiana Secretary of State's fee schedule before filing.
Long-form corporate dissolution triggers an additional review. The Louisiana Department of Revenue, Louisiana Works, and, in some cases, the Louisiana Department of Environmental Quality each review the corporation's file for unresolved issues. If none exist, each agency notifies the Louisiana Secretary of State, which then issues formal clearance and notifies the corporation that its charter is dissolved.
Your tax and employer filings must be current before dissolution can finalize. The Louisiana Department of Revenue's FAQ on how a Louisiana corporation dissolves its charter outlines this clearance process and is the authoritative source to consult before you file.
Dormant Louisiana corporations must continue to file the CIFT-620 income and franchise tax return, regardless of whether any assets are owned or business is conducted, until the Louisiana Secretary of State issues a Certificate of Dissolution. Filing promptly protects you from accumulating additional franchise tax obligations during the dissolution process.
Louisiana articles of dissolution and affidavits: Which form do you need?
The form you file depends on your entity type (LLC or corporation) and whether your business has outstanding debts, assets, or immovable property. The table below puts the key details side by side.
Always verify current fees against the Louisiana Secretary of State's fee schedule before filing.
LLC dissolution forms
| LLC short-form | LLC long-form | |
|---|---|---|
| Form name | Affidavit to Dissolve a Limited Liability Company | Articles of Dissolution (no standardized SOS form) |
| When to use | LLC is no longer doing business, owes no debts, and owns no immovable property | Outstanding debts, complex wind-up, or significant assets |
| Who signs? | All members or all organizers if membership interests have not been issued | One or more managers (if manager-managed) or one or more members (if member-managed); attorney involvement strongly recommended |
| Notarization required? | Yes | Yes (acknowledgment by one of the persons executing the articles) |
| Tax clearance required? | No | No |
| Result | Certificate of Dissolution issued | Certificate of Dissolution issued |
Corporation dissolution forms
| Corporation short-form | Corporation long-form | |
|---|---|---|
| Form name | Affidavit to Dissolve Corporation | Application to Dissolve (no standardized SOS form) |
| When to use | Corporation is no longer doing business, owes no debts, and owns no immovable property | When debts, assets, or immovable property exist |
| Who signs? | All shareholders; if no shares were issued, all incorporators | Authorized officers or directors; attorney involvement strongly recommended |
| Notarization required? | Yes | Verify with SOS at the time of filing |
| Tax clearance required? | No | LDR and Louisiana Works clearance required before finalization |
If you're unsure which form fits your situation, the Louisiana Secretary of State's Dissolution Filing Instructions page is the authoritative reference. When significant debts or real property are involved, consulting a licensed Louisiana attorney before filing is the more cautious and often less costly path.
How much does it cost to dissolve a business in Louisiana?
Dissolving a Louisiana business costs more than a single state filing fee. The total depends on your entity type, processing speed, complexity, and what outstanding tax obligations must be settled before your entity can fully close.
- Secretary of State filing fees. LLC dissolution costs $100. Corporation dissolution costs $75. Expedited processing costs extra depending on how quickly you want the paperwork processed.
- Attorney fees (when applicable). For straightforward dissolutions with no outstanding debts, no real estate, and no creditor disputes, filing can be done without an attorney. The Louisiana Secretary of State recommends consulting an attorney for long-form dissolution filings. If your LLC or corporation has significant outstanding debts, owns immovable property, or involves disputed ownership claims, consult an attorney.
- Tax liabilities and final returns. Before your dissolution can fully close, you must be current on state taxes. That means filing final Louisiana income and franchise tax returns with the Louisiana Department of Revenue and settling any outstanding balances. If your LLC or corporation was registered to collect Louisiana sales tax, closing that account may involve a final return and remittance of any collected but unremitted tax. The same applies to payroll accounts through Louisiana Works, if you had employees.
What to do after filing: Close out your Louisiana business completely
Your certificate of dissolution is a milestone, but not the finish line. The state filing closes your corporate record, but it does not automatically cancel your tax accounts, close your payroll registrations, or end your local business license obligations. Skipping these steps can result in continued tax bills and estimated assessments arriving long after you thought the business was gone.
Cancel state tax accounts with the Louisiana Department of Revenue
If your business has been closed or sold, file the Request to Close Business Tax Accounts to notify the LDR to close your tax accounts. This is the form that stops the billing cycle. Without it, estimated assessments will continue to be issued as though your business is still open.
If you've already received estimated assessments for periods after your business closure, submit the form along with your dissolution documents. Your account will be closed and post-closure estimated assessments will be cancelled.
Alongside your Request to Close Business Tax Accounts, file your final Louisiana income and franchise tax returns. If your LLC or corporation was registered to collect sales tax, file a final sales tax return and request cancellation of that account through the LDR as well.
Close payroll and employer accounts
If your business had employees, issue final W-2 forms to employees for the year the business closed, and file your final federal payroll tax returns (Form 941 or 944) with the IRS, marking them as final. File your final Louisiana Wage and Tax Statement with the LDR.
Louisiana employers have 72 hours to file separation notice Form LWC-77 after an employee separation. When dissolving a business and terminating all employees, this requirement applies. Failure to comply can result in negative consequences for your unemployment insurance account. Contact Louisiana Works directly to formally close your employer unemployment insurance account after all final filings are submitted.
Cancel local parish and city business licenses
This is the step most business owners miss, and the one that varies most based on where your business operated.
Local licensing requirements are set at the parish and municipal level. Your parish may require an occupational license; your city may require a separate business permit or zoning registration. None of these are canceled automatically when you file dissolution documents with the Louisiana Secretary of State.
Contact your parish government and any municipalities where your business operated to ask specifically about closing local licenses and permits. Some parishes require a written cancellation request. If your business operated under a trade name or DBA, verify whether that registration needs to be canceled at the parish or state level as well.
An open occupational license can generate annual renewal fees even after the underlying business no longer exists.
Close business bank accounts and notify other parties
Once legal filings are in order, close the operational side of the business.
Contact your bank to close all business accounts, but first ensure all outstanding checks (including payroll) have cleared and automatic payments or debits have been canceled. Cancel any dedicated business credit cards as well.
Beyond banking, you should reach out to your:
- Vendors and suppliers. Notify them in writing that the business has dissolved. Cancel open purchase orders or recurring service agreements.
- Customers. If your business had ongoing service agreements or unfulfilled obligations, notify customers directly and address those obligations before closing.
- Business insurance. Cancel all business insurance policies and request written confirmation of cancellation. Verify any return premium you may be owed.
- Registered agent: If you used a third-party registered agent service, cancel it to stop recurring fees.
Note: The IRS does not cancel EINs. An EIN is a permanent record. However, notify the IRS that the account is closed by sending a letter with your EIN, business name, and address, requesting the account be marked inactive.
Common Louisiana business dissolution mistakes to avoid
- Stopping operations without filing. Closing your doors does not dissolve your business in the eyes of Louisiana law. Your entity stays legally active, and annual report deadlines, franchise taxes, and potential personal liability keep accumulating until you formally file.
- Using the short-form affidavit when your business still has debts. The short form is for entities that have already cleared all debts and distributed assets. Using it with open obligations can leave members or shareholders personally liable for those debts.
- Filing dissolution documents without verifying the entity name. The Louisiana Secretary of State warns that dissolving the wrong entity requires a court order to reinstate it. Confirm the exact legal name and entity ID before you submit.
- Assuming the Secretary of State filing closes your tax accounts. It doesn't. Your Louisiana Department of Revenue accounts stay open until you separately file Form R-3406 and submit final returns. Skipping this means estimated tax assessments will keep arriving after your business is gone.
- Forgetting local parish and city licenses. State dissolution does not cancel parish occupational licenses or municipal business permits. Those accounts remain open and can generate renewal fees until you notify local authorities directly.
- Distributing assets before paying creditors. Paying owners before settling debts exposes officers, directors, and members to personal liability claims from creditors during the winding-up period.
- Letting an administratively dissolved entity sit without acting. Outstanding fees, overdue filings, and accumulated franchise taxes continue to build. Reinstatement becomes harder and more expensive the longer you wait.
How LegalZoom can help
LegalZoom offers dissolution services to fit most situations. For a structured DIY dissolution, our standard dissolution service is a straightforward way of filing with a little extra guidance from our online process. This is ideal for single-member LLCs or corporations in good standing with clean records.
Our Business Dissolution Manager offers hands-on guidance from a dedicated dissolution partner. Your Dissolution Manager will help you develop a roadmap for dissolution, from identifying compliance gaps to filing the documents and confirming formal dissolution.
For more complicated situations involving owner disputes, tax delinquency, or pending legal action, consult a Louisiana attorney or CPA.
FAQs about Louisiana business dissolution
What is voluntary dissolution vs. administrative dissolution vs. judicial dissolution in Louisiana?
Voluntary dissolution is owner-initiated. Members or shareholders vote to close the business and file with the state. Administrative dissolution is imposed by the Louisiana Secretary of State when a business fails to meet state requirements, such as filing annual reports. Judicial dissolution is court-ordered, typically arising from serious owner disputes, fraud, or oppression claims.
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