How to Dissolve an LLC in Louisiana (2026)

To dissolve an LLC in Louisiana, you file an Affidavit to Dissolve a Limited Liability Company with the Louisiana Secretary of State, not the "Articles of Dissolution" most states use. The distinctive part: the affidavit must be signed before a notary public, a reflection of Louisiana's civil-law legal system, where notaries play a far more formal role than anywhere else in the country. There's no tax-clearance certificate required, though the Secretary of State cross-checks that your filings with the Department of Revenue and the Workforce Commission are in order.

Here's the full process and the Louisiana-specific specifics.

Louisiana LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and obtain the required member approval, then record it. The documented decision is what the affidavit attests to: the affidavit states the business name, the date dissolution was authorized, and is signed by a company representative.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify all creditors so they have the chance to collect what they're owed, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 3: Square away taxes and employment filings

Louisiana doesn't require a domestic LLC to obtain a tax-clearance certificate to dissolve, but it does expect you to be current. The Secretary of State may check with the Louisiana Department of Revenue and the Louisiana Workforce Commission to confirm your proper paperwork is filed, so file your final Louisiana and federal returns, close your sales-tax account, and complete any required employee/withholding reporting before filing the affidavit.

Step 4: File the notarized Affidavit to Dissolve

File the Affidavit to Dissolve a Limited Liability Company with the Secretary of State's Commercial Division. There are two versions: a short form for an LLC that has cleared all its debts and distributed assets, and a long form for more complex situations (the state recommends consulting an attorney for the long form). The affidavit must be signed before a notary public, this is the Louisiana-specific step. File online through geauxBIZ or by mail with the filing fee (around $100; expedited is an extra $30 for roughly 24-hour handling). Once accepted, you'll receive a Certificate of Dissolution as proof.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Louisiana wrinkle: a notarized affidavit, not articles

Louisiana's defining feature traces to its legal system. Louisiana is the only state whose law derives from the civil-law tradition (rooted in French and Spanish law) rather than English common law, and one practical consequence is that notaries public hold a much more formal, central role than they do elsewhere. That shows up directly in dissolution: instead of filing plain "Articles of Dissolution," a Louisiana LLC files an Affidavit to Dissolve, a sworn statement that must be executed before a notary. So you can't simply sign and mail a form, you sign it in front of a notary first.

The other practical points: Louisiana offers a short form (for an LLC that has fully wound up, cleared debts, and distributed assets) and a long form (for more complex cases). And while there's no formal tax-clearance certificate requirement for domestic LLCs, the Secretary of State coordinates with the Department of Revenue and the Workforce Commission, so being current on tax and employee filings keeps the dissolution from stalling. As elsewhere, the entity stays active, with ongoing annual report obligations, until you file, the trap described in can you just walk away from an LLC; Louisiana doesn't charge late penalties on annual reports, but the entity still won't close itself.

Frequently asked questions

Do I need a notary to dissolve a Louisiana LLC?

Yes. Louisiana's Affidavit to Dissolve a Limited Liability Company must be signed before a notary public, this is a Louisiana-specific requirement that reflects the state's civil-law legal tradition, in which notaries play a formal role. Most states let you simply sign and file Articles of Dissolution, but Louisiana requires the sworn, notarized affidavit. Plan to have it notarized before submitting.

How much does it cost to dissolve a Louisiana LLC?

The filing fee is around $100 for the Affidavit to Dissolve, filed with the Secretary of State (online filing may carry a lower fee, so confirm the current amount). Expedited processing (about 24 hours) is an extra $30. There's no tax-clearance fee for domestic LLCs, though you'll want to be current on your Department of Revenue and Workforce Commission filings before submitting.

Do I need tax clearance to dissolve a Louisiana LLC?

Not a formal tax-clearance certificate, for domestic LLCs. Louisiana doesn't require one to file the Affidavit to Dissolve. However, the Secretary of State may verify with the Department of Revenue and the Louisiana Workforce Commission that your required paperwork is filed, so you should file your final returns and complete any employee reporting first to avoid a holdup.

This page covers the Louisiana specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Mississippi and Texas. Louisiana's official filing is at the Louisiana Secretary of State, and taxes through the Louisiana Department of Revenue.