Key Takeaways
- Filing form: Affidavit to Dissolve Limited Liability Company (Form #368), $100 (plus a $5 credit card fee if filed online through geauxBIZ) fee, filed with the Louisiana Secretary of State, Commercial Division
- Processing time: About 7 business days for standard processing; expedited available for An additional $30 for 24-hour processing, or $50 for 2–4 hour priority processing
- Louisiana does not require tax clearance before filing your dissolution paperwork
- Louisiana does not require publication — notify known creditors directly instead
- La. R.S. §12:1334 dissolves a Louisiana LLC according to the vote or consent specified in the operating agreement. If your agreement is silent on the exact threshold, Louisiana's general member-voting default (R.S. §12:1318) leans majority-based for ordinary matters, but dissolution being an extraordinary act may carry a stricter default — this specific gap wasn't resolved to a confirmed statutory figure in this review, so confirm the applicable default with Louisiana counsel rather than assuming a specific percentage.
- Same-day filing and compliance support available through LLC Attorney at no markup on state fees
Louisiana runs on its own rulebook: it's the only state in this guide whose LLC law isn't built on the RULLCA/ULLCA framework most states share, and it gives you a genuine fork in the road — a simple $100 sworn Affidavit to Dissolve for debt-free LLCs, or a formal court-supervised liquidation with mandatory parish newspaper publication for contested or debt-laden closures.
This guide covers exactly how to dissolve a Louisiana LLC in 2026 — the Affidavit to Dissolve filing and when it applies, the formal liquidation alternative and its parish publication requirement, the operating-agreement-driven vote rule, and what to watch for with Louisiana's upcoming October 2026 fee change.
Before You File to Dissolve Your Louisiana LLC
La. R.S. §12:1334 dissolves a Louisiana LLC according to the vote or consent specified in the operating agreement. If your agreement is silent on the exact threshold, Louisiana's general member-voting default (R.S. §12:1318) leans majority-based for ordinary matters, but dissolution being an extraordinary act may carry a stricter default — this specific gap wasn't resolved to a confirmed statutory figure in this review, so confirm the applicable default with Louisiana counsel rather than assuming a specific percentage.
Because R.S. §12:1334 points directly to whatever your operating agreement specifies, your agreement's dissolution terms are effectively the controlling rule in Louisiana — a strong reason to make sure your agreement addresses the dissolution vote threshold explicitly rather than leaving it to an uncertain statutory fallback.
If members can't agree to dissolve voluntarily, R.S. §12:1335 allows a member to petition the court for dissolution, generally on grounds that it's not reasonably practicable to continue the business in conformity with the articles of organization or operating agreement. This same statute also governs the formal liquidation path used for contested or debt-laden LLCs.
Does Louisiana Require Tax Clearance Before Dissolution?
Evidence on this point is genuinely mixed: some sources confirm Louisiana allows dissolution without an LDR tax clearance certificate, while others recommend obtaining one as a practical precaution before filing. Treat tax clearance as not a strict legal precondition to filing the Affidavit to Dissolve, but as a commonly recommended practical step — confirm directly with LDR if your LLC has any history of tax disputes before assuming clearance isn't needed in your specific case.
Final Tax Returns and Accounts to Close
File a final Louisiana income and franchise tax return (CIFT-620 for corporations electing certain treatment, or IT-565 for partnership-taxed LLCs) with LDR, marked as final.
Accounts to close: Louisiana sales tax registration and withholding account, if either applies, closed separately with LDR
Louisiana LLCs owe an annual report to the Secretary of State — make sure it's current before filing your Affidavit to Dissolve, since a lapsed report can lead to administrative revocation first, leaving nothing active left to voluntarily dissolve through the affidavit process.
If your LLC was registered to collect Louisiana sales tax, file a final return through LDR's online portal and close the registration so it doesn't remain open and generate non-filing notices.
If you had employees, file final federal payroll tax returns (Form 941 and Form 940, both marked final), file a final Louisiana withholding return, and close your account with the Louisiana Workforce Commission.
Winding Up and Distributing Assets
Louisiana's LLC law isn't modeled on RULLCA or ULLCA the way most U.S. states are — it's rooted in Louisiana's own civil-law tradition under Title 12, and it uses a 'liquidator' concept for winding up rather than the manager-as-trustee model common elsewhere. Whoever is liquidating the LLC must apply its assets to pay, satisfy, or adequately provide for debts and liabilities before distributing anything remaining to members.
Debts and liabilities must be paid, satisfied, or adequately provided for before any remaining assets are distributed to members — the same creditors-first principle used across U.S. LLC law, applied here through Louisiana's own Title 12 framework rather than a RULLCA-derived statute.
Distributing assets to members before creditor claims are resolved is the most common way a Louisiana LLC dissolution creates avoidable personal liability — this risk is especially real if you use the streamlined Affidavit path without confirming all debts are actually resolved first, since that path assumes a debt-free closure.
Creditor Notice and Publication Requirements
Louisiana genuinely offers two parallel dissolution paths, and which one applies determines your creditor-notice obligations entirely. The simple, sworn Affidavit to Dissolve (Form #368) is the dominant, cheaper path (~$100) and is meant for LLCs with no remaining debts or where debts are already resolved — no separate creditor notice procedure is layered on top of it. For LLCs with unresolved liabilities or member disputes, Louisiana's Title 12 instead requires a formal court- or liquidator-supervised liquidation, which does mandate parish newspaper publication of a notice of liquidation under R.S. §12:1335(A)(2).
The exact claims-bar period following parish publication in the formal liquidation path wasn't independently confirmed to a specific figure in this review — Louisiana's civil-law-influenced Title 12 framework doesn't map directly onto the RULLCA-model bar periods (like Maine's 120-day/3-year structure) used in most other states, so don't assume those numbers carry over. Confirm the applicable bar period directly against current Title 12 text or with Louisiana counsel before quoting a specific deadline.
Administrative Dissolution vs. Voluntary Dissolution in Louisiana
Louisiana calls this 'revocation' rather than administrative dissolution — it happens when the Secretary of State revokes your LLC's active status for a compliance failure, typically a lapsed annual report, rather than because you chose to close the business voluntarily. It isn't something you file for; it happens automatically after the compliance lapse.
Voluntary dissolution through the Affidavit (or formal liquidation, if needed) is a deliberate process you control, letting you wind up properly and resolve creditor obligations on your own timeline. Revocation is involuntary, and because Louisiana's LLC law runs on its own Title 12 framework rather than a familiar RULLCA structure, the reinstatement mechanics after revocation are less standardized than in peer states.
Reinstating a Louisiana LLC
Reinstatement after revocation is commonly cited at around $25, though that figure comes from a corporation-context fee-schedule reference rather than an LLC-specific citation, and should be confirmed directly with the Secretary of State before you rely on it. Bring any lapsed annual reports current as part of the reinstatement process.
Operating in Other States? Don't Forget Foreign Withdrawal
If your Louisiana LLC is also registered to do business in other states, dissolving in Louisiana doesn't end those registrations — you'll need to separately withdraw or cancel each foreign qualification, or you'll keep accruing that state's compliance obligations on an entity that no longer legally exists at home.
Louisiana LLC Dissolution Costs at a Glance
How to Dissolve Your Louisiana LLC
If You Do It Yourself
Step 1 — Confirm member approval to dissolve.
La. R.S. §12:1334 dissolves a Louisiana LLC according to the vote or consent specified in the operating agreement. If your agreement is silent on the exact threshold, Louisiana's general member-voting default (R.S. §12:1318) leans majority-based for ordinary matters, but dissolution being an extraordinary act may carry a stricter default — this specific gap wasn't resolved to a confirmed statutory figure in this review, so confirm the applicable default with Louisiana counsel rather than assuming a specific percentage.
Step 2 — Check your operating agreement for internal dissolution procedures.
Because R.S. §12:1334 points directly to whatever your operating agreement specifies, your agreement's dissolution terms are effectively the controlling rule in Louisiana — a strong reason to make sure your agreement addresses the dissolution vote threshold explicitly rather than leaving it to an uncertain statutory fallback.
Step 3 — Stop transacting new business and begin winding up.
Louisiana's LLC law isn't modeled on RULLCA or ULLCA the way most U.S. states are — it's rooted in Louisiana's own civil-law tradition under Title 12, and it uses a 'liquidator' concept for winding up rather than the manager-as-trustee model common elsewhere. Whoever is liquidating the LLC must apply its assets to pay, satisfy, or adequately provide for debts and liabilities before distributing anything remaining to members.
Step 4 — Notify creditors and known claimants.
Louisiana genuinely offers two parallel dissolution paths, and which one applies determines your creditor-notice obligations entirely. The simple, sworn Affidavit to Dissolve (Form #368) is the dominant, cheaper path (~$100) and is meant for LLCs with no remaining debts or where debts are already resolved — no separate creditor notice procedure is layered on top of it. For LLCs with unresolved liabilities or member disputes, Louisiana's Title 12 instead requires a formal court- or liquidator-supervised liquidation, which does mandate parish newspaper publication of a notice of liquidation under R.S. §12:1335(A)(2).
Step 5 — File Affidavit to Dissolve Limited Liability Company (Form #368).
Submit to the Louisiana Secretary of State, Commercial Division and the Louisiana Department of Revenue (LDR), online or by mail, with the $100 (plus a $5 credit card fee if filed online through geauxBIZ) filing fee. LDR doesn't gate the dissolution filing itself with a required clearance certificate — its tax-clearance products are aimed at specific licenses like alcohol, tobacco, and gaming, not routine LLC dissolution. You're still expected to file final returns and settle liabilities with LDR independently.
Step 6 — Wait for processing.
About 7 business days for standard processing. Expedited options are available: An additional $30 for 24-hour processing, or $50 for 2–4 hour priority processing (As fast as 2–4 hours with priority processing, or 24 hours with standard expedite).
Step 7 — File final federal and state tax returns.
File a final Louisiana income and franchise tax return (CIFT-620 for corporations electing certain treatment, or IT-565 for partnership-taxed LLCs) with LDR, marked as final.
Step 8 — Withdraw any foreign qualifications in other states.
If your Louisiana LLC is also registered to do business in other states, dissolving in Louisiana doesn't end those registrations — you'll need to separately withdraw or cancel each foreign qualification, or you'll keep accruing that state's compliance obligations on an entity that no longer legally exists at home.
Step 9 — Distribute remaining assets and close out records.
Debts and liabilities must be paid, satisfied, or adequately provided for before any remaining assets are distributed to members — the same creditors-first principle used across U.S. LLC law, applied here through Louisiana's own Title 12 framework rather than a RULLCA-derived statute. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later.
Step 10 — Watch for Louisiana-specific dissolution traps.
The single biggest Louisiana-specific fact to get right is the dual-path system: the Affidavit to Dissolve (Form #368, ~$100) is the fast, cheap, common route for LLCs with no remaining debts, while formal liquidation — with mandatory parish newspaper publication — is reserved for contested or debt-laden closures. Louisiana's use of 'parish' instead of 'county,' and its civil-law-rooted Title 12 statute rather than a RULLCA-model framework, also mean generic multi-state dissolution content doesn't reliably apply here. Fees are also scheduled to change October 1, 2026 under Act 921.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — confirm member approval, outstanding debts, and whether the LLC is registered in any other states.
- LLC Attorney prepares and files the Affidavit to Dissolve Limited Liability Company with the Louisiana Secretary of State, Commercial Division and the Louisiana Department of Revenue (LDR), coordinates tax clearance where required, and handles any required creditor notice.
- Receive confirmation once your Louisiana LLC is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up.
When Should You Talk to an Attorney About Dissolving Your Louisiana LLC?
Talk to an attorney before dissolving your Louisiana LLC if there's any question about whether the Affidavit path is appropriate (i.e., whether all debts are truly resolved) versus needing formal liquidation, if members disagree about winding up or the asset split, if the LLC's debts exceed its remaining assets, or if the LLC holds real estate or other property that needs to be properly conveyed during winding up.
Is Louisiana a State Where Dissolution Complexity Matters More?
Louisiana is the one state in this guide whose LLC law isn't built on the RULLCA/ULLCA framework most other states share — it's rooted in Louisiana's own civil-law tradition under Title 12, uses 'parish' instead of 'county,' and gives you a genuine fork in the road: a simple sworn Affidavit to Dissolve for debt-free closures, or a formal court- or liquidator-supervised liquidation with mandatory parish newspaper publication for contested or debt-laden LLCs. Picking the wrong path — or assuming Affidavit-level simplicity applies to an LLC that still owes money — is the single biggest risk in a Louisiana dissolution, and it's worth a quick attorney check if there's any ambiguity about which path fits your situation. Note also that Louisiana's filing fees are set to increase October 1, 2026 under Act 921 of the 2026 Legislative Session, so confirm current pricing if you're filing near or after that date.
What You Actually Get With LLC Attorney's Louisiana Dissolution Service
The part of Louisiana dissolution that trips people up isn't the $100 filing — it's picking the right path between the Affidavit and formal liquidation, and getting the parish publication requirement right if your LLC needs it. LLC Attorney's Louisiana service handles both correctly from the start.
- Affidavit to Dissolve Limited Liability Company prepared and filed for you, starting at $99.
- Tax clearance coordination where Louisiana requires it, so your filing isn't rejected for a step you didn't know about.
- Creditor notice guidance tailored to Louisiana's specific publication or direct-notice rules.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions.
Louisiana's dual-path, civil-law-rooted system is genuinely different from every other state in this guide — LLC Attorney makes sure your Louisiana LLC closes through the right path, parish publication included if it's needed.
Close Your Louisiana LLC the Right Way
Filing the wrong form, skipping tax clearance, or missing a creditor notice requirement can leave you personally exposed or stuck reopening the process later. LLC Attorney's Louisiana dissolution service starts at $99. See our full pricing for all service tiers.
Frequently Asked Questions
The Affidavit to Dissolve costs $100 (plus a small credit card fee if filed online), with optional expedited processing for an additional $30–$50. If your LLC has unresolved debts and needs formal liquidation instead, expect additional costs tied to the court process and required parish newspaper publication. Note that Louisiana's fee schedule is set to change October 1, 2026 under Act 921.
The Affidavit to Dissolve typically processes in about 7 business days standard, or as fast as 2–4 hours with priority expedited processing. Formal liquidation, when it's needed for a debt-laden or contested LLC, takes considerably longer since it involves court supervision and a parish newspaper publication period.
Evidence is mixed. Some sources confirm Louisiana doesn't require an LDR tax clearance certificate to dissolve, while others recommend getting one anyway as a practical precaution. It isn't a hard legal precondition to filing the Affidavit to Dissolve, but if your LLC has any history of tax issues, confirming your standing with LDR first is a reasonable extra step.
It depends entirely on which path you use. The common Affidavit to Dissolve, meant for debt-free LLCs, doesn't require any separate creditor notice. If your LLC has unresolved liabilities and needs formal court- or liquidator-supervised liquidation instead, Louisiana requires publishing a notice of liquidation at least once in a newspaper of general circulation in the parish of the LLC's registered office.
Louisiana defers to whatever vote or consent threshold your operating agreement specifies for dissolution. If your agreement is silent, the exact statutory default wasn't confirmed to a specific figure in this review — Louisiana's general majority-based default for ordinary matters may or may not extend to the extraordinary act of dissolution, so confirm with Louisiana counsel rather than assuming a percentage.
Louisiana calls this 'revocation' rather than administrative dissolution — it's something the Secretary of State does to you, usually for a lapsed annual report, not something you file for. If your Louisiana LLC has already been revoked, there's nothing active left to voluntarily dissolve through the Affidavit process; you'd be looking at reinstatement instead.
Yes. Reinstatement after revocation is commonly cited at around $25, though that figure comes from a corporation-context reference and should be confirmed directly with the Secretary of State for LLCs specifically. You'll also need to bring any lapsed annual reports current.
Once dissolved, your Louisiana LLC's remaining affairs are limited to winding up — applying assets to pay, satisfy, or provide for debts before distributing anything left to members. If the LLC was registered in other states, you'll also need to separately withdraw those foreign qualifications, since Louisiana's dissolution doesn't end them automatically.
Yes. LLC Attorney handles Louisiana LLC dissolutions end-to-end — preparing and filing the Affidavit to Dissolve Limited Liability Company, coordinating tax clearance where required, and confirming your LLC is fully closed with the state.