Louisiana Dissolution

Why do companies need to dissolve? –  Louisiana requires business entities to submit formal paperwork to close a state registered company. It will inform the state that the company will no longer be liable to file reports and pay for fees and taxes.

Who makes the decision to dissolve? – LLCs require the votes of members. Corporations need the votes of the shareholders. Louisiana does not require the board of directors to submit a resolution to the shareholders. However, many corporations still do this common practice.

How long does it take to dissolve a business? – It may take a few weeks to finish the whole process. However, this time frame may change depending on how fast your company finishes each necessary step. As for the state processing of your documents, it may vary depending on the staff’s workload. The normal processing time is 7 business days.

To dissolve a business, your company will have to go through the process that the state of Louisiana has set.

1. File Affidavit to Dissolve with the state – To close your LLC in Louisiana, you have to submit by mail or in person a notarized Affidavit to Dissolve Limited Liability Company along with the filing fee. Alternatively, your company may also file online through the website of the Secretary of State. You will have to provide the name of the LLC, the country or parish where you registered it, and the signature of all members.

On the other hand, corporations must file a notarized Affidavit to Dissolve Corporation form and send it to the Secretary of State along with the filing fee by mail, fax, or in person. If your company decides to file the document online, it does not need notarization.

If your corporation has no debt and immovable property at the time, it will do short-form dissolution and go on with the filing of the affidavit. Otherwise, it has to do long-form dissolution, which requires the publication of a Notice of Authorization of Dissolution and the filing of a Certificate of Dissolution with the Secretary of State.

2. Remove all liabilities and obligations – Under the LLC Act of Louisiana, LLCs have to pay for all their debts and liabilities. These include all costs and expenses of the liquidation process and other contingent liabilities, and the distribution of remaining assets to the members.

Corporations must also do the same. However, those that have to undergo the long-form dissolution have to appoint a liquidator after the publication of the Notice of the Authorization of Dissolution and filing of the Certificate of Dissolution. After completing the necessary tasks, the liquidator has to sign a certificate and submit it to the Secretary of State.

3. Give notice to any claimants – Louisiana requires business entities to give notice to known creditors and claimants by registered or certified mail. It also requires the publication of a notice in a newspaper of general circulation in the location of your company’s registered office for 2 consecutive weeks. The rules of the state for the notice to creditors and other claimants are complicated. You may need the help of a professional for this task.

4. Tax clearance – Louisiana does not require business entities to obtain tax clearance before dissolution. However, the Secretary of State checks for corporations’ certificates from the Department of Revenue and Louisiana Workforce Commission. This may require additional paperwork to be submitted to complete the dissolution.

5. Close all bank accounts, credit lines, permits, and licenses – Contact the bank to find out how you can close all business accounts. Additionally, you should also cancel all the licenses and permits of your company to protect your finances from possible issues.

Louisiana Office of Secretary of State
Phone Number:
(225) 925-4704

Address:
Louisiana Secretary of State
PO Box 94125
Baton Rouge, LA 70804