How to Dissolve (Close) an LLC in Louisiana

If you have a limited liability company (LLC) in Louisiana, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Louisiana. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners, known as members, must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Louisiana law requires you to gain a majority vote of members. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Louisiana, your notice must be sent by registered or certified mail and include a deadline of at least six months for claimants to file a claim.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Louisiana

Once you’ve wound up your business, cleared your debts, and liquidized your assets and property, the last step to dissolve your LLC is to file an Affidavit to Dissolve with the Louisiana Secretary of State and receive a Certificate of Dissolution in return.

You can file your affidavit online or by paper. Read below to see detailed instructions for both methods.

Online Filing

To file your affidavit online, visit the state’s geauxBIZ portal and log in or create an account. Then, click “Businesses” from the home screen at the top menu.

If you haven’t already linked your business with your account, you can do so at this stage by searching for it. Once you’ve done so, click on your business and view its page.

At the top, under “File Amendments,” click on “File Affidavit to Dissolve.”

Go through the following few pages and fill out your information.

At the bottom, type your name and date and sign the document electronically.

Proceed to the payment. The filing fee is $100, payable by credit card.

Once your payment has been processed, your filing is complete.

Paper Filing

To file your affidavit by paper, download, fill out, and print the Affidavit to Dissolve.

The filing fee for your Affidavit is $100, which you can pay by check or money order payable to the Secretary of State.

Mail your documents and payment to:

Commercial Division
PO Box 94125
Baton Rouge, LA 70804

Alternatively, you can file your documents in person at:

8585 Archives Avenue
Baton Rouge, LA 70809

If you’re paying in person, you can pay by check, money order, cash, or credit card. However, credit card payments incur an additional $5 convenience fee.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.