How to dissolve a Louisiana LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Louisiana LLC
$100 puts Louisiana in the expensive tier for LLC dissolution, roughly $54 above the national average of $46. Louisiana accepts the dissolution filing online or mail, with online approvals in about 5 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Louisiana filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Louisiana
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Louisiana's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Affidavit to Dissolve Limited Liability Company with Louisiana Secretary of State, Commercial Division
Filing fee is $100. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $30.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Louisiana
Start with the member vote. Under La. R.S. 12:1334, an LLC dissolves on the occurrence of events specified in the articles or operating agreement, or by unanimous written consent of members if the agreement is silent. Document the vote in a written consent.
Execute the Affidavit to Dissolve (Form 368) in front of a notary. This is the Louisiana-specific wrinkle; the state treats dissolution as a notarized affidavit rather than a standard filing form, consistent with Louisiana's civil-law tradition. The affidavit confirms the LLC has no outstanding debts or liabilities (which is why it is used for LLCs in clean wind-down status rather than contested dissolutions).
File the notarized affidavit with the Secretary of State through geauxBIZ or by mail to the Commercial Division in Baton Rouge. Online filings cost $100 plus a $5 credit-card convenience fee and typically process in 5 business days; paper filings run about 10 business days. Expedited service is available at $30 (24-hour) or $50 (2 to 4 hours) on top of the $100 base fee.
Close the state tax side separately. The Louisiana Department of Revenue does not require a tax clearance certificate, but the LLC still needs to file final state income, sales, and withholding returns and notify LDR to close those accounts. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.
What a clean Louisiana dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Louisiana LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $100 | Filed with Louisiana Secretary of State, Commercial Division |
| Paid expedite (optional) | +$30 | 24-hour turnaround |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Louisiana compares to other states
$100 puts Louisiana in the expensive tier for LLC dissolution, roughly $54 above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Louisiana sits at #44 from cheapest to most expensive.
Filing path matters as much as the fee. Louisiana's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Louisiana does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The most Louisiana-specific trap is the notarization requirement. Louisiana is the only state in the country with a civil-law legal system, and the Affidavit to Dissolve has to be signed before a notary public, not just by an authorized member. Filers accustomed to other states' self-executed dissolution forms sometimes submit an un-notarized affidavit and have to re-execute and re-file.
The second pitfall is understanding which Louisiana LLCs still owe franchise tax at dissolution. Before 2026, default-classified LLCs (pass-through for federal taxes) were already exempt from Louisiana's corporation franchise tax under Act 12 of the 2016 First Extraordinary Session; only LLCs taxed as C-corps federally owed the tax. Act 11 of the 2024 Third Extraordinary Session repealed the franchise tax entirely for tax periods beginning on or after January 1, 2026. LLCs dissolving in 2025 or earlier with C-corp treatment still owe franchise tax for any prior unfilled year, so confirm the tax account shows zero before filing the affidavit.
What happens after the state accepts your filing
Once the Secretary of State accepts the Affidavit to Dissolve, the LLC is dissolved under La. R.S. 12:1341 and the entity name is released. Louisiana LLCs file an annual report at $30 each year; that obligation stops. Members should complete any remaining winding up, pay creditors, and distribute remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any LDR tax accounts separately. Creditor claims survive under La. R.S. 12:1342 for up to two years against the LLC's remaining assets, so keep records accessible through that window.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Affidavit to Dissolve Limited Liability Company
Filed with $100 fee at Louisiana Secretary of State, Commercial Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Louisiana Secretary of State, Commercial Division
- Website
- www.sos.la.gov/Pages/default.aspx
- Phone
- (225) 925-4704
- commercial@sos.louisiana.gov
- Commercial Division, Louisiana Secretary of State, P.O. Box 94125, Baton Rouge, LA 70804-9125
- Office
- 8585 Archives Ave., Baton Rouge, LA 70809
- Hours
- 8:00 AM to 4:30 PM Central, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Louisiana LLC?
The Affidavit to Dissolve (Form 368) filing fee is $100 with the Secretary of State, plus a $5 credit-card convenience fee if paying electronically. Optional expedited service adds $30 for 24-hour or $50 for 2-to-4-hour turnaround. Notarization of the affidavit is required; notary fees vary but typically run $10 to $25. No tax clearance fee applies.
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How long does Louisiana LLC dissolution take?
Online filings through geauxBIZ typically process in 5 business days; paper filings mailed to the Baton Rouge office take about 10 business days. The $30 expedited tier brings turnaround to 24 hours, and the $50 priority expedite runs 2 to 4 hours. Plan on roughly a week for the standard online path.
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Do I need a tax clearance certificate in Louisiana?
No. The Louisiana Department of Revenue does not issue or require a tax clearance certificate before the Secretary of State will accept an Affidavit to Dissolve. You still need to file final state income, sales, and withholding returns and notify LDR to close those accounts, but clearance is not a prerequisite to the $100 SOS filing.
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What vote is needed to dissolve a Louisiana LLC?
Under La. R.S. 12:1334, the default is unanimous written consent of all members if the articles or operating agreement is silent. Your agreement controls, so pull it, follow its threshold, and document the vote in a written consent before executing the Affidavit to Dissolve. See the Louisiana LLC formation page for more on the operating agreement framework.
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Why does Louisiana require notarization of the dissolution filing?
Louisiana is the only state with a civil-law legal system, and many state filings require notarization as a result. The Affidavit to Dissolve is sworn before a notary public rather than self-executed. Notarization is required regardless of whether you file online through geauxBIZ or by mail, so arrange notary service before submitting.
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Do I still owe Louisiana franchise tax after dissolution?
Default-classified LLCs (pass-through for federal taxes) owe no Louisiana corporation franchise tax, per Act 12 of the 2016 First Extraordinary Session. LLCs taxed as C-corps owed franchise tax through 2025, but Act 11 of the 2024 Third Extraordinary Session repealed the tax entirely for periods beginning on or after January 1, 2026. Confirm any prior-year C-corp tax account is at zero before filing the affidavit.
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Do I need to notify the IRS?
Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the federal checklist.
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How long does LLC dissolution take in Louisiana?
Online filings are processed in about 5 business days through the state portal. Mail filings take about 10 business days once received. Paid expedite for $30 cuts processing to 24 hours.
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Can I file the Affidavit to Dissolve Limited Liability Company online?
Yes. Louisiana accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Louisiana LLC?
Louisiana's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Louisiana Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Louisiana typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: www.sos.la.gov/BusinessServices/FileBusinessDocuments/GetFormsandFeeSc… · verified April 21, 2026
Louisiana SoS fee schedule: Articles of Dissolution for a Louisiana LLC is $100, filed as an Affidavit to Dissolve (Form 368) for LLCs with no debts or liabilities. Credit card payments carry a $5 statutory convenience fee. - Expedited: www.sos.la.gov/BusinessServices/FileBusinessDocuments/Pages/default.as… · verified April 21, 2026
Louisiana SoS expedited service: Expedite $30 for 24-hour processing, Priority Expedite $50 for 2-4 hour processing. Cheapest tier ($30) recorded. Fees are in addition to the $100 dissolution filing fee. - File online: geauxbiz.sos.la.gov/ · verified April 21, 2026
geauxBIZ is Louisiana's official online business filing portal. LLCs in good standing may file dissolution documents online. - Tax clearance required: revenue.louisiana.gov/BusinessRegistration · verified April 21, 2026
Louisiana Department of Revenue does not require a tax clearance certificate before the Secretary of State will accept Articles of Dissolution. The LLC must file all final state returns (income/franchise, withholding, sales tax) and notify LDR to close accounts, but no clearance certificate is attached to the SoS dissolution filing. - Member vote standard: legis.la.gov/legis/Law.aspx?d=108568 · verified April 21, 2026
Louisiana Revised Statutes Title 12, Chapter 22 (Limited Liability Company Law). La. R.S. 12:1334 governs voluntary dissolution; the LLC dissolves on the occurrence of events specified in the articles or operating agreement, or by unanimous written consent of the members absent contrary agreement. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns, final employment tax deposits, and EIN account closure.