How to Dissolve an LLC in Louisiana: Affidavit or Articles

To dissolve an LLC in Louisiana, you file paperwork with the Secretary of State using one of two paths: a short affidavit if the company is debt-free and owns no real estate, or full articles of dissolution if it still has obligations to wind up. Both filings cost $100. Before either one is fully processed, the state also wants clearances confirming your LLC has settled its tax and unemployment accounts.

The path you pick matters. Get it wrong and members can end up personally liable for debts the LLC was supposed to shield them from.

Which Filing Path Fits Your LLC

Louisiana gives you two routes, and they are not interchangeable.

The Affidavit Route

You qualify for the affidavit if three things are true: the LLC is no longer doing business, owes no debts, and owns no immovable property (land, buildings, or anything attached to land). The members sign an affidavit attesting to those facts and the LLC dissolves upon filing.¹ If no membership interests were ever issued, the organizer signs instead.

There is a trade-off built into this shortcut. Once the affidavit is filed, the members (or organizer) become personally liable for any debts or claims against the LLC, proportional to their ownership interest.¹ The statute takes you at your word that nothing is owed. If a forgotten creditor surfaces later, the dissolved entity is not there to absorb the claim. Only use this method when you are certain the LLC owes nothing.

The Articles of Dissolution Route

If your LLC has debts, owns real estate, or is still unwinding operations, you file articles of dissolution instead. The articles must include the LLC’s name, the date its articles of organization were filed, the reason for dissolution, and the effective date if it is not immediate.²

This route also carries a publication requirement. A notice of dissolution must be published at least once in a newspaper of general circulation in the parish where the LLC’s registered office is located, and a copy of that notice with the publisher’s affidavit of publication must be filed with the Secretary of State.² The affidavit route skips this step.

Getting the Decision on the Books

Voluntary dissolutions usually start with a member vote as provided in the operating agreement.³ Document that decision in writing through meeting minutes or a written resolution before you file anything with the state. If anyone later questions whether the dissolution was properly authorized, that paperwork is your answer.

An operating agreement can also dissolve the LLC on its own terms, for example by setting a fixed term or listing specific triggering events. In rare cases a court can order dissolution when carrying on the business under the operating agreement is no longer reasonably practicable.⁴

Wind Up Debts Before Paying Members

Unless the operating agreement says otherwise, the members are responsible for winding up the LLC’s affairs after dissolution.⁵ Members can also appoint one or more liquidators, though that appointment only takes effect after the newspaper notice is published and articles of dissolution are filed.

Winding up means collecting what the LLC is owed, paying its debts, and distributing whatever remains. The order matters. All debts and liabilities come first, including liquidation costs and any contingent liabilities the members know about. Only after creditors are fully paid or adequately provided for does anything go to members: capital contributions back first, then any surplus divided according to each member’s share of distributions under the operating agreement.⁶

This is where dissolutions go wrong. Members who take distributions before creditors are satisfied can be held personally liable for those unpaid debts. Dissolution by itself does not strip the LLC’s liability shield; mishandling distributions does.

Filing the Affidavit

The Secretary of State’s form is Affidavit to Dissolve Limited Liability Company (Form 368), authorized under RS 12:1335.1.⁷ Enter the LLC’s name exactly as it appears in the formation documents. Every member signs, unless no interests were ever issued, in which case the organizer signs.

You can file online through the Secretary of State’s website. The online workflow walks you through selecting “File Affidavit to Dissolve,” verifying the entity name, and collecting electronic authorization from each signer. Each listed signer receives an email requiring their individual authorization before the filing is processed. If even one signer rejects it, the dissolution does not go through.⁸

Read the entity name twice before you confirm. If you dissolve the wrong entity by mistake, a court order is required to reinstate it.⁸

To file by mail, send the completed form to Commercial Division, P.O. Box 94125, Baton Rouge, LA 70804-9125, with a check or money order for the filing fee payable to the Secretary of State. Do not include credit card information on a mailed form.⁷

Filing Fees and Turnaround

The filing fee is $100 for either dissolution method.⁹ Add $30 for 24-hour expedited processing, or $50 for priority expedite (processed while you wait). Routine processing takes longer; the Secretary of State does not publish a specific timeframe. After approval, you receive a Certificate of Dissolution.⁷

State Tax and Workforce Clearances

The Secretary of State requests clearances from the Louisiana Department of Revenue and the Louisiana Workforce Commission, and both must come back before your dissolution can be fully processed. The Secretary of State cannot check on or expedite these clearances. If your LLC owes unresolved taxes, unemployment contributions, or other charges, you must contact those agencies directly.¹⁰

Before you file, submit all final state tax returns to the Department of Revenue, including income tax and sales tax if the LLC collected it. Close any open tax accounts so the clearance moves smoothly. Settle payroll tax obligations with the Louisiana Workforce Commission.

Federal Tax Filings

Your final federal return depends on how the IRS classifies the LLC:

Single-member LLC treated as a disregarded entity: file a final Schedule C with your personal Form 1040 for the closing year.¹¹
Multi-member LLC treated as a partnership: file a final Form 1065 and check the “Final return” box.¹²
LLC taxed as a corporation: file a final Form 1120 (or 1120-S for S corporations) and also file Form 966, Corporate Dissolution or Liquidation, within 30 days of adopting a plan to dissolve.

To cancel the EIN and close the IRS business account, mail a letter to the IRS with the LLC’s complete legal name, EIN, business address, and the reason for closing the account. Include a copy of the original EIN assignment notice if you still have it. Send everything to Internal Revenue Service, Cincinnati, OH 45999. The IRS will not close the account until all required returns have been filed and all taxes paid.¹¹

Close Accounts, Cancel Licenses, Keep Records

Close the LLC’s bank accounts after all outstanding checks have cleared and final tax payments are made. Cancel any business licenses or permits the LLC holds with local or state agencies. Review any active contracts for termination provisions and wind them down. Tell customers, vendors, and regular counterparties that the LLC is closing so invoices and payments do not keep arriving.

Do not shred records the day the Certificate of Dissolution arrives. The IRS recommends keeping tax returns and supporting documents for at least three years from the filing date. If you failed to report more than 25% of gross income on any return, the IRS has six years to examine it. There is no time limit if a return was fraudulent or was never filed.¹³ Seven years is a comfortable margin. Hold copies of the dissolution filing, the Certificate of Dissolution, all final federal and state returns, records showing how assets were distributed and debts paid, and any clearance correspondence with the Department of Revenue and Workforce Commission.

1
Justia. Louisiana Code 12:1335.1 – Dissolution by Affidavit
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Justia. Louisiana Code 12:1339 – Articles of Dissolution
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Justia. Louisiana Code 12:1334 – Dissolution
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Justia. Louisiana Code 12:1335 – Judicial Dissolution
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Louisiana State Legislature. Louisiana Code RS 12:1336 – Winding Up
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FindLaw. Louisiana Revised Statutes Title 12 Section 1337
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Louisiana Secretary of State. Affidavit to Dissolve Limited Liability Company
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Louisiana Secretary of State. Dissolution Filing Instructions
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Louisiana Secretary of State. Get Forms and Fee Schedule
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Louisiana Secretary of State. Withdrawal Filing Instructions
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Internal Revenue Service. Closing a Business
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Internal Revenue Service. Form 1065 – U.S. Return of Partnership Income
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Internal Revenue Service. How Long Should I Keep Records