How to Dissolve an LLC in Louisiana

Louisiana Has Two LLC Dissolution Routes

Louisiana's LLC law provides a standard dissolution-and-liquidation process and a special affidavit shortcut for very simple inactive LLCs. Choosing the correct route matters because the affidavit procedure carries strict eligibility conditions and shifts potential liability to the members or organizers who sign it.

Before You File: Approve the Dissolution

Check the articles of organization and written operating agreement first. Under R.S. 12:1334 and 12:1318, unless those documents provide otherwise, dissolution and winding up require a majority vote of the members. An event specified in the governing documents or a judicial decree can also cause dissolution.

Standard Route: File Articles of Dissolution

Under R.S. 12:1339, once the LLC has dissolved and winding up has begun, Articles of Dissolution must be filed with the Louisiana Secretary of State. The current Secretary of State fee schedule places domestic LLC dissolutions in the $125 filing category.

The Articles must state the LLC name, the date its articles of organization and amendments were filed, the reason for dissolution, and any delayed effective date if the Articles are not effective upon filing. They are signed by one or more managers if the LLC is manager-managed, or one or more members if management is reserved to the members.

Louisiana's Standard Route Includes a Publication Step

Louisiana is unusual because R.S. 12:1339 requires a notice of authorization of the dissolution to be published at least once in a newspaper of general circulation in the parish where the LLC's registered office is located if the notice required by R.S. 12:1336(A)(1) has not already been published.

A copy of the notice, together with the publisher's affidavit confirming publication, must be filed with the Secretary of State. If the LLC appoints one or more liquidators for an out-of-court liquidation, R.S. 12:1336 separately makes publication and filing of the liquidator notice part of making that appointment operative.

Wind Up and Liquidate the LLC

Under R.S. 12:1336, the members generally wind up the company's affairs unless the governing documents provide otherwise, and one or more liquidators may be appointed. The process includes settling liabilities and distributing assets in the statutory order.

When liquidation is complete, R.S. 12:1340 requires one or more members or the liquidator to sign and acknowledge a certificate stating that the LLC has been liquidated and is dissolved. After required fees, charges, taxes, unemployment contributions, penalties and interest are paid, the Secretary of State records it and issues a Certificate of Dissolution.

Simplified Route: Form 368 Affidavit to Dissolve

R.S. 12:1335.1 provides a faster alternative when the LLC is no longer doing business, owes no debts and owns no immovable property. In that situation, the LLC may file Form 368, Affidavit to Dissolve Limited Liability Company. The current filing fee is $125.

The affidavit must be executed by the members, or by the organizers if no membership interests have been issued. The current form specifically asks the filer to confirm that all members are signing, or all organizers are signing in the no-membership-interest situation. It is notarized.

The statute also carries a serious consequence: after affidavit dissolution, the members—or organizers if no membership interests were issued—become personally liable for debts or other claims against the LLC in proportion to their ownership interests. Reinstatement after an affidavit dissolution requires a court order.

Close Louisiana Tax Accounts Separately

Secretary of State dissolution does not automatically close Louisiana Department of Revenue accounts. LDR says a closed business should notify the Department promptly, file required final returns, and request closure of applicable tax accounts.

LDR specifically directs closed businesses to file Form R-3406, Request to Close Business Tax Accounts. If a business fails to close its accounts, estimated assessments can continue to be issued. For withholding accounts, the business must file its final withholding return and annual reconciliation where applicable, report the date final wages were paid, and request account closure.

What Happens After Louisiana Dissolution

In the standard liquidation route, the Secretary of State issues a Certificate of Dissolution after the required final certificate is filed and statutory financial obligations are cleared. At that point the LLC's separate existence ceases except for limited preexisting litigation purposes described in R.S. 12:1340.

Keep the dissolution filing, publication proof, liquidation records and final tax-account closure documents with the company's permanent records.

Close the Remaining Business Accounts

• Louisiana Department of Revenue: file R-3406 or use the supported account-maintenance process and complete required final returns.
• Unemployment/employer accounts: close separately if the LLC had employees.
• Licenses and permits: cancel state, parish, local and professional registrations separately where applicable.
• EIN: use LLC School's Cancel or Close an EIN guide for the separate federal account process.
• Foreign registrations: withdraw separately in every other state where the Louisiana LLC qualified to do business.

Common Louisiana LLC Dissolution Mistakes

• Using Form 368 even though the LLC still has debts or owns immovable property.
• Assuming every Louisiana LLC needs unanimous approval instead of the default majority vote when the governing documents do not change it.
• Skipping the parish newspaper publication and publisher-affidavit step in the standard dissolution route.
• Stopping after Articles of Dissolution without completing liquidation and the final certificate process.
• Assuming Secretary of State dissolution automatically closes Louisiana tax accounts.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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