How to Dissolve an LLC in Louisiana: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Read your operating agreement first. It governs who must approve a dissolution, what share of membership interests that takes, and whether the members can act by written consent instead of meeting. Follow it precisely. If the agreement is silent, the safest practice is unanimous written consent, and Louisiana's affidavit route effectively pushes you there anyway: the Affidavit to Dissolve Limited Liability Company is executed by all of the members, or by the organizer if no membership interests have been issued. Record the decision as a short dated resolution naming the LLC and the person authorized to wind the business up. Do the vote early, because the affidavit is only available once the LLC is no longer doing business, owes no debts and owns no immovable property, and getting to that condition takes time.

   Pro tip: Confirm at the vote that every member is available to sign in front of a notary. The affidavit needs all members' signatures and notarization, so a member who is unreachable stalls the entire filing.
2. 2

   File Affidavit to Dissolve Limited Liability Company with the Louisiana Secretary of State

   The standard way to close a domestic Louisiana LLC is the Affidavit to Dissolve Limited Liability Company, Secretary of State form #368, filed under La. R.S. 12:1335.1. This dissolution by affidavit is available when the LLC is no longer doing business, owes no debts, and owns no immovable property. The affidavit is executed by all members, or by the organizer if no membership interests have been issued, and it must be notarized. The state filing fee is $100, payable to the Secretary of State, and cash is not accepted. Expedited service is optional and priced separately from the filing fee: $30 for 24-hour processing, or $50 for 2-hour to 4-hour Priority Expedite processing. Online filing through geauxBIZ at https://geauxbiz.sos.la.gov is not a free choice for everyone. Form 368's transmittal page states that filers in fourteen parishes (Ascension, Bossier, Caddo, Calcasieu, East Baton Rouge, Jefferson, Lafayette, Livingston, Orleans, Ouachita, Rapides, St. Tammany, Tangipahoa and Terrebonne) will be required to file all available business documents online through geauxBIZ, so for most of Louisiana's population the paper route is not optional. Everyone else can use the form at https://www.sos.la.gov/media/1z0p1lga/368-affidavit-to-dissolve-louisiana-limited-liability-company.pdf. Once the filing is accepted the Secretary of State issues a Certificate of Dissolution. Louisiana does not require a tax clearance certificate for the affidavit dissolution, and no newspaper publication is required for this method.

   Pro tip: If the LLC still owes debts or owns immovable property, the affidavit is not available to you. Louisiana provides a separate formal liquidation route under La. R.S. 12:1336 and 12:1339 with its own requirements, and that route is worth a Louisiana attorney's time before you spend anything.
3. 3

   Notify Creditors and Settle Debts

   For the affidavit route the requirement is absolute rather than procedural: the LLC must owe no debts at all before it can be dissolved by affidavit. So the work here is not sending notices and waiting, it is paying everything off. Write to every known creditor, lender, landlord and vendor, ask for a final invoice, pay it, and get written confirmation that the account is closed at a zero balance. Do the same with equipment leases, subscriptions and trade accounts. The 180-day figure people see in Louisiana law belongs to liquidation rather than to the affidavit. Under La. R.S. 12:1338(B)(1) an LLC being liquidated bars creditor claims only by doing two things, not one: mailing written notice to known creditors by registered or certified mail, and publishing notice in a newspaper once a week for two successive weeks. The claim deadline that notice sets cannot be less than six months, roughly 180 days, after the notice is mailed. The three-year bar in 12:1338(D) is narrower than it sounds. It runs three years from the liquidation proceeding only where the section B notice was given and publication commenced within one month of that proceeding; otherwise it runs from the completion of publication, and where both apply the later date controls.

   Pro tip: Ask each creditor for a written zero-balance confirmation, not just a final statement. Every member signs the affidavit swearing the LLC owes no debts, so the paper backing that statement should exist before anyone signs in front of a notary.
4. 4

   Close Louisiana State Tax Accounts

   File a final return for every Louisiana tax account the LLC holds and close each account rather than letting it sit dormant. That usually covers state income or franchise filings, sales and use tax if you collected it, and withholding if you had payroll. Mark each return final, pay any balance, and cancel the underlying registration so the account stops generating filing obligations for periods after you stopped trading. Do not overlook local accounts: Louisiana sales tax is collected at the parish level as well, so a parish or municipal sales tax account has to be closed with that collector directly. Louisiana does not require a tax clearance certificate to file the Affidavit to Dissolve, and the Secretary of State does not ask for one, so a clearance is not a gate on your filing. Closing accounts properly is still essential, because an open account keeps producing notices and penalties.

   Pro tip: Close the parish sales tax account in the same week as the state one. Parish collectors bill independently of the state, and a forgotten parish account is a common source of delinquency notices arriving a year after the business closed.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first. A multi-member LLC taxed as a partnership files Form 1065 with the final return box checked and issues final Schedule K-1s to every member; an LLC taxed as a corporation files Form 1120 or 1120-S, also with the final return box checked. A single-member LLC that never elected corporate treatment reports its last year on the owner's return. An LLC that elected corporate treatment should also file Form 966.

   Pro tip: Send the deactivation letter by certified mail with return receipt and file the receipt with your final return.
6. 6

   Distribute Remaining Assets to Members

   Creditors come before members, and under the affidavit route creditors have to be gone entirely before you file. Settle every debt and tax liability, then distribute what is left. Follow the distribution provisions of your operating agreement; if it does not set an order, distribute in proportion to ownership percentages and keep the arithmetic that supports the split. Convert assets to cash where you sensibly can, because distributing vehicles, equipment or receivables in kind creates valuation disputes and awkward tax reporting. Note that the affidavit is only available if the LLC owns no immovable property, so real estate has to be sold or transferred before you can use this route at all. Record each distribution with its date, amount, recipient and purpose, and make sure the final Schedule K-1s match the ledger.

   Pro tip: Deal with immovable property before anything else. Selling or transferring Louisiana real estate takes an act before a notary and its own timeline, and until it is done the affidavit route stays closed to you.
7. 7

   Confirm Dissolution is Complete

   Louisiana does not publish a routine processing time as a specific number of business days, so verify the outcome instead of assuming it. When the filing is accepted the Secretary of State issues a Certificate of Dissolution: that certificate is the document that proves the LLC is closed, so keep the original somewhere safe. Look the LLC up in the Secretary of State's business filings search and confirm the record reflects the dissolution. Then build a closing file and keep it: the dissolution resolution, the notarized affidavit and the Certificate of Dissolution, zero-balance confirmations from creditors, final federal and Louisiana returns, parish tax account closures, the EIN deactivation letter with its certified mail receipt, and the final accounting of member distributions. Keep it at least seven years, because audit windows outlast the company.

   Pro tip: Scan the Certificate of Dissolution the day it arrives and send a copy to every member. Banks, insurers and parish offices ask for it, and it is far easier to circulate now than to reorder years later.

Winding-Up Checklist

• Cancel all Louisiana business licenses and permits

  Cancel every state license, professional registration and permit in writing, and do the same with your parish and municipal occupational license offices. Local occupational licenses renew annually and will keep billing you until somebody formally closes them.

• Close business bank accounts

  Wait until every check has cleared, the last tax payments have gone out and member distributions are complete, then close the operating account, any reserve account and all business cards. Download the full statement history first, since banks cut off access once an account is closed.

• Cancel business insurance policies

  Notify your general liability, property, auto, workers compensation and professional liability carriers of the closing date and ask about refunds of unearned premium. For claims-made policies, ask whether tail coverage is worth buying, because claims can surface after the LLC is dissolved.

• Notify vendors, suppliers, and customers in writing

  Send a dated written notice to every supplier, subscription vendor, landlord and active customer stating the closing date and how to send a final invoice. The affidavit requires the LLC to owe nothing, so chase these final invoices early rather than at the end.

• File final payroll tax returns and W-2s (if you had employees)

  File the final federal employment tax returns, make the last withholding deposit, and close the Louisiana withholding and unemployment insurance accounts. Issue W-2s to employees and 1099-NEC forms to contractors by the usual deadlines and mark the federal employment return as final.

• Retain business records per Louisiana retention requirements

  Keep the articles of organization, operating agreement, dissolution resolution, notarized affidavit, Certificate of Dissolution, ledgers, contracts and all tax returns for at least seven years. Store them where a former member can still retrieve them once the office is closed.