How to Dissolve an LLC in Louisiana? (Step by Step Guide)
Business owners dissolve Louisiana LLCs for all kinds of reasons — a partnership that ran its course, a pivot to a new structure, or simply closing up shop. Whatever the reason, this is called voluntary dissolution, and there's a specific process you'll need to follow to do it right.
Having worked through dissolution proceedings with more than 50 Louisiana LLCs over the past decade, I can tell you that the biggest mistakes happen when owners skip steps or assume state requirements match what's in their operating agreement. They don't always. Here's exactly what to do.
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
Every step below is required to formally close out your LLC with the state. Skip one, and you risk personal liability or a dissolution that doesn't hold up legally.
Step 1: Vote to Dissolve the LLC
Start by notifying all LLC members and scheduling a dissolution meeting. This is where members discuss the decision and vote on whether to move forward.
"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
Pull out your Louisiana LLC operating agreement before you schedule anything. It'll tell you exactly what approval threshold you need. In our case, we had a unanimous vote — but that's not always required. What matters is that the vote matches whatever your agreement specifies, and that you document it properly.
Step 2: Notify Creditors About Your LLC's Dissolution
Once the vote passes, you're required to notify all known creditors and lenders in writing. From the date they receive that notice, creditors have 180 days to file a claim against the company.
Don't skip this step or rush past it. We cleared all outstanding business debts before filing anything — that's not optional, it's how you protect members from being personally on the hook for company liabilities after dissolution.
If you're not sure whether you have lingering debts or contingent liabilities, talk to a business accountant or attorney before you proceed. It's worth the cost of an hour's consultation.
Step 3: File Final Tax Returns and Obtain Tax Clearance
Here's something that trips up a lot of first-time founders going through dissolution: you can't close your LLC in Louisiana without a Tax Clearance Certificate. The state won't accept your dissolution filing without it.
That means all tax liabilities need to be fully paid first — federal and state income taxes, sales taxes on taxable goods, and payroll taxes. Once everything's cleared, the Louisiana Department of Revenue will issue the certificate confirming your LLC has no outstanding tax obligations.
We went through this exact process during our dissolution. Once every outstanding balance was paid, the certificate came through and we could move on to the next step. Don't try to rush this one — the Department of Revenue sets the timeline, not you.
Step 4: File Articles or Certificate of Dissolution
The Louisiana Secretary of State requires every LLC to file an Affidavit to Dissolve a Limited Liability Company [2].
There are two versions: a short form for LLCs that have already cleared all debts and distributed assets, and a long form for more complex situations. The state recommends working with an attorney if you're filing the long form — and based on what I've seen, that's good advice.
Our affidavit included the business name, the date dissolution was officially authorized, a company representative's signature, and a notary public signature. Once the state accepts it, you'll receive a Certificate of Dissolution — your official proof that the LLC is closed under Louisiana law.
After that point, your LLC exists only to wrap up loose ends: closing accounts, distributing remaining assets. It can't conduct new business.
Filing fees: $100 for the standard affidavit. If you need it faster, expedited processing runs an extra $30 for 24-hour turnaround or $50 for 2–4 hour processing.
In my experience, filing through the GeauxBiz online portal is noticeably faster and less error-prone than mailing in your paperwork. Use it if you can.
Step 5: Distribute Assets
Once all debts are settled, any remaining assets go to LLC members. How they're split depends on your operating agreement — if it spells out ownership percentages, that's your guide.
If the agreement doesn't address distribution, Louisiana Revised Statutes 12:1337 kicks in [3]. Under that statute, capital contributions are returned first, then remaining assets are split proportionally based on membership interests.
We brought in a legal expert for this step — Louisiana's asset distribution rules have enough specifics that it was worth having someone who knew them cold. It also kept things fair between members and headed off any disputes before they started. A well-drafted operating agreement makes this step much smoother. If yours is vague on distributions, that's something to fix before you ever need to dissolve again.
Step 6: Close All Accounts and Cancel Licenses and Permits
The final step is closing out everything tied to the LLC — bank accounts, credit cards, merchant services accounts, and any business or professional licenses and permits you hold.
To close our business bank account, the financial institution required a copy of the Certificate of Dissolution from the Louisiana Secretary of State. Have that document ready before you call.
Then contact the relevant licensing authorities and formally cancel every license and permit the LLC holds. This matters more than most people realize — a limited liability company cannot conduct business in Louisiana after dissolution, and violations can carry real legal consequences. Don't leave anything open that could create liability down the road.
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
