How to Dissolve an LLC in Louisiana (2026)
Louisiana LLC owners close their company by filing a notarized Affidavit to Dissolve-Louisiana Limited Liability Company with the Secretary of State. The filing fee is $100. Nothing else is due if your paperwork is in order.
This guide covers voluntary dissolution. It's for a domestic Louisiana LLC formed inside the state, closed by a vote of its members. A foreign LLC works differently, and it withdraws using its own form, covered in the FAQ below.
Quick Summary
- Confirm your LLC is debt-free and owns no property before you file. Either one bars you from the short affidavit route.
- Notify creditors by certified mail before filing anything. That written notice starts the legal window for claims against the company.
- Save your filed affidavit or a certified copy afterward. Banks and licensing agencies will ask for it before they close your accounts.
Louisiana LLC Dissolution Quick Reference
The table below summarizes what you need to file with the Louisiana Secretary of State, Commercial Division to dissolve an LLC. Use it to confirm the fee, the form and where to send it before you start.
| Detail | Information |
|---|---|
| Form name | Affidavit to Dissolve-Louisiana Limited Liability Company (Form 368) |
| Filing fee | $100 |
| Expedited options | $30 for 24-hour processing or $50 for priority handling within 2 to 4 hours |
| Standard processing | Not published by the Secretary of State |
| Online portal | geauxBIZ |
| Mail address | Secretary of State, Commercial Division, P.O. Box 94125, Baton Rouge, LA 70804-9125 |
| In-person address | 8585 Archives Avenue, Baton Rouge, LA 70809 |
| Notarization required | Yes |
| Tax clearance required (agency) | No for the affidavit method. The longer application route runs an internal Secretary of State review coordinated with other state agencies instead |
| Short-form eligibility | LLC is no longer doing business, owes no debts and owns no immovable property |
How to Dissolve an LLC in Louisiana: 6 Steps
The sequence below follows the same six-step framework used to dissolve an LLC in any state. It's adjusted for Louisiana's forms, deadlines and fees. Work through each step in order to avoid delays.
Step 1: Vote to Dissolve the LLC
Start by calling a formal vote among the LLC's members. Louisiana's default rule requires a majority vote to approve dissolution. Your operating agreement or articles of organization can set a different threshold instead [1].
Record the vote in your meeting minutes. Keep that record with your company files. You'll want it on hand if a bank, creditor or the state ever asks how you decided. It's simple proof the members agreed.
Step 2: Notify Creditors About Your LLC's Dissolution
Once the vote passes, mail written notice to every known creditor by registered or certified mail. You must also publish notice once a week for two weeks in a newspaper serving the parish of your registered office.
Louisiana law sets a floor on the deadline stated in that notice: at least six months from the mailing date. Complete both the mail and newspaper steps, and claims that miss the deadline are barred for good [2].
Step 3: File Final Tax Returns and Close Your Tax Accounts
File your final Louisiana income tax return before you submit the dissolution paperwork. File any franchise tax return you owe too. Send both to the Department of Revenue. Do this before you file anything with the Secretary of State.
If your LLC collected sales tax, close that account online through LaTAP. Mark your last return as a final return [3]. This tells the state your account is closed for good.
You don't need a separate tax clearance certificate for this short-form path. LLCs on the longer application path go through an internal Secretary of State review coordinated with other state agencies instead [4].
Step 4: File the Affidavit to Dissolve with the Secretary of State
Submit the affidavit to the Secretary of State's Commercial Division with the $100 filing fee. A notary public must witness your signature before you send it.
Mail it to P.O. Box 94125, Baton Rouge, LA 70804-9125. You can also drop it off at 8585 Archives Avenue in Baton Rouge, or file online through geauxBIZ.
The state doesn't publish a standard processing time. You can pay $30 for 24-hour service, or $50 for priority handling within 2 to 4 hours. Routine mail-in filings simply take longer.
This short form only works if your LLC has stopped doing business, owes no debts and owns no real estate. LLCs that don't qualify file a longer application instead. That process takes more paperwork and more time.
Step 5: Distribute Remaining Assets
Pay off every debt first, including anything that might still come due. Then Louisiana law splits what's left in a fixed order [5]. Any declared but unpaid distributions get paid first, then members recover capital, then the remainder splits by share.
Your operating agreement can set a different split if it says so directly. Without that language, the statutory order above controls how remaining assets get divided. Check your agreement first before you assume the default applies.
Step 6: Close Accounts and Cancel Licenses and Permits
Closing your business bank account usually takes a certified copy of the filed affidavit. Request one from the Secretary of State before you call your bank. Ask early since certified copies take time to arrive.
Cancel any parish or municipal licenses and permits tied to the LLC. Close out credit card and merchant services accounts too, once every balance is settled. Loose ends like these can trigger fees long after you file.
FAQs
How Long Does It Take To Dissolve an LLC in Louisiana?
How long it takes to dissolve an LLC in Louisiana isn't fixed by law. The Secretary of State doesn't publish a standard turnaround for the affidavit. See Step 4 for the paid expedite options if your timeline is tight.
Can I Dissolve a Foreign LLC in Louisiana?
Yes, but a foreign LLC withdraws rather than dissolves. Louisiana isn't where it was formed, so the process uses a different name and a different form. File the Application to Withdraw Foreign Corporation and Limited Liability Company. Pay a $125 fee instead of the domestic affidavit.
How Much Does It Cost to Dissolve an LLC in Louisiana?
How much it costs to dissolve an LLC in Louisiana comes down to one flat filing fee. The standard affidavit costs $100. That's the only required fee. Optional expedited processing adds $30 or $50, depending on how fast you need it.
How Do I Close My Louisiana Sales Tax Account?
No federal form closes a Louisiana sales tax account. See Step 3 for how to mark your final return and discontinue your LaTAP account online.
Do I Need a Tax Clearance Certificate to Dissolve My Louisiana LLC?
No, you don't need a tax clearance certificate to dissolve your Louisiana LLC through the standard affidavit. See Step 3 for when the longer application route runs its internal review instead.
References:
- https://www.legis.la.gov/legis/Law.aspx?d=76269
- https://www.legis.la.gov/legis/Law.aspx?d=76292
- https://revenue.louisiana.gov/tax-education-and-faqs/faqs/latap/i-want-to-discontinue-my-latap-accounts-how-do-i-do-this/
- https://revenue.louisiana.gov/tax-education-and-faqs/faqs/corporation-income-franchise-taxes/how-does-a-louisiana-corporation-dissolve-its-charter/
- https://www.legis.la.gov/legis/Law.aspx?d=76291
