Closing a business in Louisiana starts with a formal dissolution filing at the Secretary of State’s office, and which form you file depends on whether the company still has debts, assets, or immovable property. A debt-free, asset-free business can dissolve by affidavit. Everything else goes through a longer process that pulls in the Department of Revenue and other state agencies before dissolution is approved. Skipping steps here keeps you on the hook for taxes, fees, and in some cases personal liability well after operations stop.
Which Dissolution Path Applies to You
Louisiana splits dissolution into two tracks, and picking the wrong one is the most common mistake.
If your company is no longer doing business, owes no debts, has no assets, and owns no immovable property, it qualifies for dissolution by affidavit. That’s the short path.1Louisiana Secretary of State. Frequently Asked Questions
If any debts, assets, or immovable property remain, you file a long-form dissolution. The Secretary of State then notifies multiple state agencies, each of which must confirm your accounts are clear before dissolution is finalized. Because long-form dissolution also involves winding up operations, settling debts in a specific priority order, and distributing remaining assets, most owners going this route work with an attorney.2Louisiana Department of Revenue. How Does a Louisiana Corporation Dissolve Its Charter
Authorize the Dissolution Internally
Before anything is filed with the state, the decision to dissolve has to be properly approved under your governing documents. The rules depend on your entity type.
Corporations
Under the Louisiana Business Corporation Act, the board of directors proposes dissolution and recommends it to the shareholders, and the shareholders entitled to vote then approve it.3Justia Law. Louisiana Revised Statutes 12:1-1402 – Dissolution by Board of Directors and Shareholders For a simple affidavit dissolution, a majority vote of the shareholders (or the incorporators, if no shares have been issued) is enough to authorize the filing.4Justia Law. Louisiana Revised Statutes 12:250.1 – Dissolution by Affidavit
LLCs
An LLC dissolves on the first of several triggering events: events specified in the articles of organization or operating agreement, or consent of the members.5Louisiana State Legislature. Louisiana Revised Statutes 12:1334 – Dissolution If the operating agreement lays out a dissolution procedure, follow it. If it’s silent, member consent controls.
Whichever entity you have, record the vote in the company minutes. That written record is what you’ll point to if anyone later challenges whether the closure was properly authorized.
Notify Creditors if You Owe Money
In a long-form dissolution, creditor notice is not optional. A dissolved Louisiana corporation can dispose of known claims by sending written notice to each known creditor after dissolution takes effect. The notice must describe what information the claim should include, provide a mailing address for submitting it, and set a deadline of at least 120 days from the creditor’s receipt of the notice. A claim not submitted by that deadline is extinguished.6Justia Law. Louisiana Revised Statutes 12:1-1406 – Known Claims Against Dissolved Corporation
Skip this and directors or members can end up personally exposed for debts that were never given a proper chance to be claimed.
File the Dissolution With the Secretary of State
Affidavit Dissolution
LLCs file an Affidavit to Dissolve under R.S. 12:1335.1.7Louisiana Secretary of State. Affidavit to Dissolve Louisiana Limited Liability Company Corporations file an Affidavit to Dissolve under R.S. 12:250.1.8Louisiana Secretary of State. Affidavit to Dissolve Corporation Both forms require the business name exactly as it appears in the Secretary of State’s records and the signatures of all members (LLC) or all shareholders (corporation). Signatures must be notarized.
The filing fee is $100 for an LLC and $75 for a corporation.9Louisiana Secretary of State. Get Forms and Fee Schedule File online through the geauxBIZ portal or mail the paperwork to the Commercial Division in Baton Rouge. Expedited service costs an extra $30 for 24-hour processing or $50 for same-day walk-in priority.10Louisiana Secretary of State. File Business Documents
Long-Form Dissolution
Corporations that still owe debts or hold property file Articles of Dissolution. The filing has to include the corporation’s name, the date dissolution was authorized, and a statement that the shareholders approved it.11Justia Law. Louisiana Revised Statutes 12:1-1403 – Articles of Dissolution
Once the filing comes in, the Secretary of State notifies the Louisiana Department of Revenue, the Louisiana Workforce Commission, and in some cases the Department of Environmental Quality. Each reviews your accounts. Only after every agency confirms your accounts are clear does the Secretary of State issue formal clearance and finalize the dissolution.2Louisiana Department of Revenue. How Does a Louisiana Corporation Dissolve Its Charter
This is where long-form dissolutions stall. An old sales tax balance, unfiled returns, or an open unemployment insurance issue can hold everything up for months. Contact the Department of Revenue and the Workforce Commission before filing, clean up whatever’s outstanding, and then submit the paperwork.
Close Your Louisiana Tax Accounts
Dissolving with the Secretary of State does not automatically close your tax accounts. File a final state tax return with the Louisiana Department of Revenue to settle any remaining income or franchise taxes. To close your sales tax, withholding, and other state tax accounts, submit Form R-3406 (Request to Close Business Tax Accounts) to the Department of Revenue by mail, fax, or email.12Louisiana Department of Revenue. R-3406 Request to Close Business Tax Accounts
If you don’t do this, the state keeps expecting returns and late-filing penalties will accrue on a business earning nothing.
Handle Federal Tax Filings
The IRS runs a parallel closing process. On your final federal income tax return, check the “final return” box near the top of the form. Partnerships file a final Form 1065 and mark each Schedule K-1 as final. C corporations file a final Form 1120, and S corporations a final Form 1120-S.13Internal Revenue Service. Closing a Business
Corporations must also file Form 966 (Corporate Dissolution or Liquidation) within 30 days after adopting the resolution or plan to dissolve. If the plan is later amended, file another Form 966 within 30 days of the amendment.14Internal Revenue Service. Form 966 Corporate Dissolution or Liquidation The 30-day clock runs from the date of the shareholder vote, not from when you file with the state, which is what catches most owners off guard.
The IRS cannot cancel an EIN once assigned, but you can ask that it be deactivated. After all outstanding returns are filed and taxes paid, send a letter with your EIN, the entity’s legal name and address, and the reason for deactivation to the IRS in Kansas City, MO 64108 or Ogden, UT 84201.15Internal Revenue Service. If You No Longer Need Your EIN
Wrap Up Payroll if You Have Employees
Federal law doesn’t require immediate payment of final wages, but Louisiana may have its own timeline, so check with the Louisiana Workforce Commission before assuming you have breathing room.16U.S. Department of Labor. Last Paycheck Make all final federal employment tax deposits on the regular schedule (monthly or semi-weekly) and file your final Forms 941 or 944.
Larger employers have another layer. Under the federal WARN Act, a business with 100 or more employees must provide 60 days’ written notice before a plant closing that will cost 50 or more workers their jobs at a single site.17eCFR. Part 639 Worker Adjustment and Retraining Notification Missing that notice can expose the business to back pay liability for each affected employee. Most small businesses stay well below the threshold, but if you’re near it, count carefully.
Cancel Local Licenses and DBA Names
State-level dissolution does not touch local registrations. Parish or municipal business licenses have to be canceled with the issuing authority. “Doing Business As” (DBA) names in Louisiana are filed at the parish level through the Clerk of Court’s office rather than with the Secretary of State, so those get canceled with the appropriate parish.18Louisiana Secretary of State. Frequently Asked Questions Industry-specific permits (food service, liquor, environmental, and the like) should be surrendered to the agency that issued them. Anything left open can still generate renewal invoices and compliance notices long after you thought you were done.
Keep the Records
The IRS generally requires tax records to be kept for at least three years from the date the return was filed, or six years if you underreported income by more than 25%. Employment tax records must be kept at least four years after the tax is due or paid, whichever is later.19Internal Revenue Service. Topic No. 305 Recordkeeping
Hold onto the dissolution authorization, the filed affidavit or articles, the formal clearance from the Secretary of State, all final state and federal tax returns, and any creditor notification records. If a state or federal agency later questions a filing, those documents are your proof the business was properly closed.