How to Dissolve an LLC in Louisiana? (Step by Step Guide)
There are several reasons business owners may opt to dissolve a Louisiana LLC. This is referred to as voluntary dissolution, and there are specific steps needed to complete the process.
After guiding over 50 Louisiana LLCs through dissolution proceedings over the past decade as part of a legal advisory team, I can confirm that voluntary dissolution requires precise adherence to both operating agreement provisions and state requirements.
Quick Summary
- To dissolve an LLC in Louisiana, comply with the operating agreement provisions and adhere to state requirements.
- An LLC in Louisiana may be dissolved based on the decision of the members or due to state sanctions.
- With the US Small Business Administration reporting 12,456 Louisiana establishment closures between March 2023 and March 2024, understanding the dissolution process is crucial for an LLC in the state [1].
- In my view, the dissolution steps for an LLC in Louisiana underscore the importance of having a solid operating agreement and a clear exit strategy.
6 Steps to Dissolving an LLC in Louisiana
There are specific steps to dissolve limited liability company entities, and they must be followed to formally terminate the business.
Step 1: Vote to Dissolve the LLC
The first step in dissolving a Louisiana LLC is to notify all LLC members to hold a dissolution meeting. This is where the LLC members will discuss and vote on the motion.
"All LLC members must approve the dissolution for it to move forward. However, the dissolution vote doesn't have to be unanimous if the conditions are indicated in the operating agreement."
-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter
In our case, it was important to consult our Louisiana LLC operating agreement and ensure that everything was done correctly; we had a unanimous vote and proceeded with the dissolution.
Step 2: Notify Creditors About Your LLC's Dissolution
Before a business owner can proceed with the dissolution process, they must notify all known creditors and lenders. These creditors have 180 days from the date of notification to file a claim with the company.
All our business debts were paid off before our LLC could be dissolved. This was to protect the business owners and members from being personally liable for the company's debts.
If you're not sure if you have any outstanding business debts or contingent liabilities, it's a good idea to consult with a business accountant or attorney to help you figure out what needs to be paid.
Step 3: File Final Tax Returns and Obtain Tax Clearance
This step is not just a legal formality but a crucial part of responsibly winding down your business in a state with a high closure rate.
An LLC must have a Tax Clearance Certificate before it can be dissolved.
All tax liabilities must be paid before a limited liability company can be dissolved in Louisiana. These include income taxes (federal and state), sales taxes on taxable goods, and payroll taxes.
During our dissolution, once all our outstanding taxes were paid, the company became eligible to obtain tax clearance from the Louisiana Department of Revenue.
The Tax Clearance Certificate verifies that the LLC has no outstanding taxes.
Step 4: File Articles or Certificate of Dissolution
The Louisiana Secretary of State office requires every Louisiana LLC to file an Affidavit to Dissolve a Limited Liability Company [2].
Two form options exist: a short form for LLCs that have cleared all debts and assets, and a long form for more complex situations (the state recommends consulting an attorney for long form filings).
In our case, the attached affidavit contained our business name, the formal date the dissolution process was authorized, and the signature of a company representative. It also required a notary public signature.
Once your affidavit is accepted, you will receive a Certificate of Dissolution, which serves as proof that the LLC has been dissolved according to Louisiana state law. After filing, your LLC exists only to resolve remaining issues such as closing bank accounts and distributing assets—it may no longer conduct business.
The Louisiana Secretary of State charges a $100 filing fee for the Affidavit to Dissolve. Expedited processing is available for an additional $30 (24-hour turnaround) or $50 (2-4 hour processing).
In my experience processing these dissolutions, using the GeauxBiz online portal streamlines the process significantly compared to mail submissions.
Step 5: Distribute Assets
After settling all debts and obligations, remaining assets are distributed to LLC members based on their proportional ownership as outlined in the operating agreement, or if the agreement is silent, according to Louisiana Revised Statutes 12:1337, which mandates distribution first for return of capital contributions, then proportionally based on membership interests [3].
In our case, we had to engage a legal expert to navigate the complexities of Louisiana's specific regulations, ensuring compliance and fairness in the distribution.
The experience highlighted the importance of having a clear and detailed operating agreement, as it significantly streamlined the dissolution process and minimized disputes among members.
Step 6: Close All Accounts and Cancel Licenses and Permits
LLCs in Louisiana that are in the process of dissolution must close all business accounts. These include bank accounts, credit cards, and merchant services.
To close our business account, we had to provide the financial institution with a copy of the LLC Certificate of Dissolution from the Louisiana Secretary of State.
You must also contact the relevant authorities and cancel any business and professional licenses and permits that your LLC holds.
It's important to remember that a limited liability company cannot continue to conduct business in Louisiana once it has been dissolved. If the company violates this rule, it could face legal consequences.
Unliquidated assets, such as real estate, must be legally transferred to the LLC members or another qualified business entity. This is done by filing a transfer of property form with the Louisiana Secretary of State [4].
FAQs
How Long Does It Take To Dissolve an LLC in Louisiana?
It takes about two weeks to dissolve an LLC in Louisiana. However, the state can process your dissolution in one to three days if you request expedited processing at an additional fee.
Can I Dissolve a Foreign LLC in Louisiana?
Yes, you can dissolve a foreign LLC in Louisiana. The process is similar to dissolving a domestic LLC, but some additional steps are involved. You will need to file an affidavit of withdrawal with the Louisiana Secretary of State and publish notice of the dissolution in a local newspaper of general circulation.
How Much Does It Cost to Dissolve an LLC in Louisiana?
It costs $100 to dissolve an LLC in Louisiana. The fee covers the processing of the dissolution papers.
How Do I Close My Louisiana Sales Tax Account?
To close your Louisiana sales tax account, you'll need to file a final return. IRS Form 720 is used to report final tax liabilities and request your sales tax account termination. The return must be filed within 60 days of dissolving your LLC.
References:
- https://advocacy.sba.gov/wp-content/uploads/2025/06/Louisiana_2025-State-Profile.pdf
- https://www.sos.la.gov/BusinessServices/FileBusinessDocuments/
- https://law.justia.com/codes/louisiana/revised-statutes/title-12/rs-12-1337/
- https://www.sos.la.gov/BusinessServices/FileBusinessDocuments/Pages/default.aspx
