How to Close or Dissolve an LLC in Louisiana: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in Louisiana?

Dissolving an LLC in Louisiana is the formal legal process of ending a limited liability company’s existence after dissolution documents are accepted by the Louisiana Secretary of State. Merely stopping operations or abandoning the business does not legally close the LLC.

Dissolution generally involves completing wind-up activities, filing Articles of Dissolution, settling debts, distributing remaining assets, and completing all final federal and Louisiana tax filings to ensure removal from state records and avoid future compliance issues.

2. When Should You Close or Dissolve a Louisiana LLC?

You should close or dissolve a Louisiana LLC when the business has permanently stopped operating, is no longer generating revenue, or has completed the purpose for which it was formed. Voluntarily dissolving the LLC formally ends its legal existence with the Louisiana Secretary of State and prevents the state from continuing to treat the company as active for compliance and reporting purposes.

This section addresses voluntary dissolution initiated by the LLC’s members. It is different from administrative dissolution, which occurs when the state dissolves an LLC for noncompliance, such as failing to file required Louisiana Annual Reports. Voluntary dissolution allows owners to properly wind down the business and avoid ongoing fees, notices, or legal exposure.

Common situations where dissolving a Louisiana LLC is appropriate

1. Business inactivity: the LLC has ceased operations and does not intend to conduct business in Louisiana or elsewhere
2. Member decision: the LLC’s members have approved permanent closure in accordance with the operating agreement or Louisiana law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Proactive closure: formally ending the LLC to stop future Louisiana Annual Report filing obligations and reduce administrative or compliance risk

3. Things to Do Before Dissolving an LLC in Louisiana

Before dissolving an LLC in Louisiana, it’s recommended to complete several preparatory steps to ensure the business is properly wound down and does not leave unresolved legal, tax, or administrative obligations behind. Although Louisiana does not require tax clearance or proof of compliance before filing Articles of Dissolution (Domestic LLC), addressing outstanding issues in advance helps reduce the risk of post-dissolution notices, penalties, or continued Louisiana Annual Report exposure.

The steps below are best practices rather than state filing requirements. They help ensure a clean and orderly closure before the LLC is formally dissolved with the Louisiana Secretary of State.

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm member approval requirements, voting thresholds, and any dissolution procedures required under the LLC’s governing documents or Louisiana law
2. Approve and document the dissolution: obtain formal member approval and record the decision in written resolutions or meeting minutes for legal and record-keeping purposes
3. Settle outstanding debts and liabilities: pay, resolve, or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review Louisiana compliance and tax obligations: confirm required Louisiana Annual Reports are current and review any outstanding state tax obligations, such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance
6. Review federal tax filing requirements: confirm all required federal tax filings associated with the LLC’s EIN are up to date and determine whether any final federal income or employment tax returns are required based on the LLC’s tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of Louisiana dissolution filings
8. Prepare and retain final records: organize financial statements, tax filings, member approvals, annual report confirmations, and dissolution-related documents for future reference or verification

These steps are recommended best practices and are not required by the state before filing Articles of Dissolution (Domestic LLC). Completing them before submitting dissolution documents helps ensure the LLC is properly closed and reduces the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Louisiana

Closing or dissolving an LLC in Louisiana involves formally ending the company’s legal existence with the Louisiana Secretary of State and properly winding down business affairs. While Louisiana does not require tax clearance or proof of paid taxes before filing for dissolution, reviewing and addressing outstanding compliance items, Louisiana Annual Reports, and applicable state or federal tax obligations is strongly recommended to help avoid future notices, penalties, or enforcement actions.

1. Approve the dissolution: obtain member approval in accordance with the LLC’s operating agreement or, if none exists, Louisiana law, and document the decision in writing
2. Wind down business affairs: settle outstanding debts and liabilities, resolve or terminate contracts, notify customers or creditors where appropriate, and cease business operations
3. Review Louisiana compliance and tax status: confirm whether required Louisiana Annual Reports are filed and review any outstanding state tax obligations—such as Louisiana income tax (if applicable), sales tax, employer withholding, or unemployment insurance—with the appropriate authorities
4. Review federal tax and reporting requirements: confirm all federal tax filings associated with the LLC’s EIN are complete and determine whether any final federal returns or reporting updates are required
5. Prepare the Articles of Dissolution (Domestic LLC): Louisiana LLCs are formally dissolved by filing Articles of Dissolution (Domestic LLC) with the Louisiana Secretary of State, which terminates the LLC’s legal existence under Louisiana law
6. File the Articles of Dissolution: submit the Articles of Dissolution online or by mail through the Louisiana Secretary of State. The current state filing fee is $30 for online filings and $50 for paper filings. Online submissions are typically processed the same day or within one business day when filings are complete
7. Confirm the LLC is officially dissolved: retain proof of filing and verify the LLC’s status shows “Dissolved” in Louisiana Secretary of State records, confirming the company is no longer active

5. DIY vs Professional LLC Dissolution Services

Louisiana LLC owners may choose to handle the dissolution process themselves or seek professional assistance. Louisiana’s dissolution filing requirements are relatively straightforward, and many single-member or inactive LLCs with no outstanding obligations are able to complete the process without outside help. The right approach depends on the LLC’s ownership structure, compliance history, and whether unresolved legal, tax, or administrative matters are involved.

What typically increases Louisiana LLC dissolution complexity?

1. Multiple members or unresolved ownership interests
2. Outstanding debts, contracts, or contingent liabilities
3. Overdue Louisiana Annual Reports or unresolved state or federal tax accounts

Why some owners choose professional dissolution support

1. Reduced risk of missed steps, incorrect sequencing, or incomplete wind-downs
2. Guidance on Louisiana-specific requirements, including filing Articles of Dissolution (Domestic LLC)
3. Additional confidence that the LLC is properly dissolved and no longer subject to ongoing annual reporting or compliance notices

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set realistic expectations when closing or dissolving an LLC in Louisiana. While the filing process itself is relatively fast, the overall timeline depends on whether required Louisiana Annual Reports are current and how quickly documents are submitted and accepted by the Louisiana Secretary of State.

Louisiana LLC dissolution filing fee

Louisiana charges a state filing fee to dissolve an LLC by filing Articles of Dissolution (Domestic LLC) with the Louisiana Secretary of State. The current filing fee is $30 for online submissions and $50 for paper filings. Louisiana does not require tax clearance from the Louisiana Department of Revenue before Articles of Dissolution can be filed.

Processing time

Articles of Dissolution filed online are typically processed the same day or within one business day, provided the filing is complete and any required Louisiana Annual Reports are current. Paper filings generally take longer to process due to mail handling. Louisiana does not usually offer expedited processing because standard processing times are already short.

When the LLC is officially dissolved

A Louisiana LLC is considered officially dissolved once the Louisiana Secretary of State accepts and records the Articles of Dissolution (Domestic LLC). At that point, the LLC’s status in state records will show as “Dissolved”, and ongoing annual reporting and entity-level compliance obligations generally end.

Post-approval considerations

After dissolution is approved, retain copies of the filed Articles of Dissolution and the acceptance confirmation from the Louisiana Secretary of State. These documents may be required for future tax matters, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or compliance review, FormLLC can help ensure your Louisiana LLC dissolution is completed accurately and without unnecessary delays or follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Even though Louisiana does not require tax clearance before an LLC can be dissolved, owners should complete all applicable final tax filings and close related compliance accounts to avoid future notices, penalties, or enforcement actions after dissolution.

• Bring Louisiana Annual Reports current: ensure all required Louisiana Annual Reports are filed through the year of dissolution. Annual reporting obligations generally continue until Articles of Dissolution (Domestic LLC) are filed and accepted by the Louisiana Secretary of State.
• Resolve outstanding Louisiana tax obligations: identify and pay any unpaid state taxes, such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance contributions, including any accrued penalties or interest.
• File final Louisiana tax returns (if required): submit any applicable final state tax returns through the Louisiana Department of Revenue and clearly mark them as final where appropriate. While tax clearance is not required for dissolution, registered tax accounts should be properly closed.
• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Close state and local tax accounts: formally close or update any active Louisiana tax registrations, such as sales tax permits or employer withholding accounts, to prevent future reporting obligations.
• Cancel licenses and permits: terminate any Louisiana state or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices or fees.
• Retain dissolution and tax records: keep copies of final tax filings, annual report confirmations, and the filed Articles of Dissolution (Domestic LLC) for future reference, verification, or audit purposes.

8. What Happens If You Don’t Properly Dissolve an LLC in Louisiana?

Simply stopping business operations does not legally close an LLC in Louisiana. Unless Articles of Dissolution (Domestic LLC) are filed with and accepted by the Louisiana Secretary of State, the LLC may continue to appear as an active entity in state records, even if the business is no longer operating.

This section addresses the consequences of failing to complete a voluntary dissolution. It is important to distinguish this from administrative dissolution, which occurs when the state dissolves an LLC for noncompliance, such as failing to file required Louisiana Annual Reports. Administrative dissolution is a state enforcement action and does not properly close the business.

• Continued existence in state records: Without filed Articles of Dissolution, the LLC remains legally recognized by Louisiana, even if business activities have ceased.
• Ongoing reporting and fee exposure: Louisiana Annual Report filing obligations and related late fees generally continue until the LLC is formally dissolved.
• Administrative dissolution does not end liability: An administratively dissolved LLC is not voluntarily closed and may remain responsible for outstanding debts, contracts, and tax obligations until proper dissolution steps are completed.
• Member and compliance risk: Unresolved contracts, creditor claims, or incomplete wind-down activities may create ongoing legal or financial exposure for LLC members.
• Future filing and registration complications: An improperly closed LLC can complicate reinstatement, future dissolutions, or new business registrations in Louisiana and may require past compliance issues or penalties to be resolved first.

9. Closing a Foreign LLC Registered in Louisiana

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in Louisiana. If a foreign LLC no longer conducts business or has ceased operations in Louisiana, it must formally withdraw its registration with the state to end Louisiana-specific compliance, reporting, and Annual Report obligations.

Withdrawal vs. dissolution

Withdrawing a foreign LLC from Louisiana does not dissolve the company in its home state. Withdrawal only terminates the LLC’s authority to transact business in Louisiana. To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the Louisiana Secretary of State.

Any dissolution or permanent closure of the LLC itself must be completed separately in accordance with the laws of the state or jurisdiction where the LLC was originally formed. Louisiana withdrawal does not affect the LLC’s legal status outside Louisiana.

Common requirements to withdraw a foreign LLC from Louisiana

• File an Application for Withdrawal (Foreign LLC) with the Louisiana Secretary of State
• Pay the $5 Louisiana state filing fee for foreign LLC withdrawal
• Ensure all required Louisiana Annual Reports are filed and current through the year of withdrawal
• Resolve any outstanding Louisiana tax obligations, such as income tax (if applicable), sales tax, or employer withholding, through the Louisiana Department of Revenue
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Louisiana
• Louisiana Secretary of State registration and Louisiana annual reporting obligations generally end
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in Louisiana is a formal legal step that permanently ends a business’s existence under state law. Simply stopping operations is not sufficient—an LLC remains active in Louisiana records until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Louisiana Secretary of State.

By following the proper dissolution process—bringing Louisiana Annual Reports and tax matters current, completing the required wind-down steps, and filing Articles of Dissolution—LLC owners can close their businesses with confidence and avoid future compliance issues. Louisiana’s low filing fees and typically fast processing make voluntary dissolution straightforward when handled correctly. If you prefer guided assistance, FormLLC can help ensure your Louisiana LLC is dissolved accurately and without unnecessary delays or follow-up complications.