Complete guide to dissolving a Louisiana LLC requirements, affidavit details, filing steps, and everything needed for a smooth, compliant dissolution.
Guide to Dissolving a Limited Liability Company in Louisiana
Dissolving a Limited Liability Company (LLC) in Louisiana requires following specific legal procedures to ensure the business is closed properly and fully compliant with state requirements. This guide provides a clear, step-by-step overview of the dissolution process using the official Affidavit to Dissolve, helping business owners understand the qualifications.
Dissolving a Limited Liability Company (LLC) in Louisiana
Dissolving a Limited Liability Company (LLC) in Louisiana requires filing an Affidavit to Dissolve Limited Liability Company as authorized under Louisiana R.S. 12:1335.1. This affidavit must be completed and submitted to the Secretary of State to officially dissolve the LLC.
The affidavit is a sworn declaration stating that the company meets the legal conditions for dissolution and is executed by the member(s) or organizer(s). Once filed, the Secretary of State will issue a Certificate of Dissolution, confirming that the LLC has been formally dissolved.
Requirements for Dissolving a Louisiana LLC
1. The LLC is no longer doing business
The affidavit requires the signer to declare that the LLC “is no longer doing business.” This means the company must have fully stopped all business operations before submitting the form. The purpose of this requirement is to ensure the LLC is not actively generating revenue, entering contracts, or conducting any commercial activities at the time of dissolution.
2. The LLC owns no immovable property
The affidavit requires confirmation that the company “owns no immovable property.” In Louisiana, immovable property generally refers to real estate (land and buildings). If the LLC owns any real property at the time of dissolution, it is not eligible to dissolve using this affidavit because ownership of immovable property creates legal, financial, and title considerations that must be settled before dissolution.
3. Affidavit must be executed by the proper parties
The form must be completed and signed by one of the following groups:
- All members of the LLC, or
- All organizers, but only if no membership interests have ever been issued
This requirement ensures that the individuals with legal authority over the company are the ones affirming the dissolution. If membership interests have been issued at any time, the organizers alone cannot dissolve the LLC only the members can sign.
Dissolving a Limited Liability Company (LLC) in Louisiana
Required Information on the Affidavit to Dissolve
The Affidavit to Dissolve Limited Liability Company in Louisiana requires specific information to legally validate the dissolution. Each section of the affidavit must be completed accurately to ensure compliance and acceptance by the Secretary of State.
1. LLC Legal Name
The affidavit must state the exact legal name of the Limited Liability Company as registered with the Louisiana Secretary of State. This ensures the dissolution applies to the correct entity and prevents processing delays caused by name discrepancies.
2. Statement of Qualification for Dissolution
The affidavit must include a sworn declaration confirming all three required conditions:
- The LLC is no longer doing business
- The LLC owns no immovable property
These statements are mandatory and must be affirmed under oath, as they determine whether the LLC qualifies for dissolution under R.S. 12:1335.1.
3. Member or Organizer Identification
The affidavit requires the signer to specify whether the individuals executing the document are:
- All members of the LLC, or
- All organizers, but only if no membership interests have been issued
This selection confirms that the correct parties with legal authority are attesting to the dissolution.
4. Signatures of Members or Organizers or Authorized Singers
All individuals identified in the previous section must sign the affidavit. Their signatures represent a legally binding declaration under oath that the LLC meets all dissolution requirements set forth on the form.
Filing Requirements
To complete the dissolution process, specific filing requirements must be followed exactly as outlined by the Louisiana Secretary of State.
1. Filing Fee
A $100 filing fee must be enclosed with the affidavit. Payment must be made payable to the Secretary of State
2. Transmittal Information
A transmittal page must accompany the affidavit and must include:
- LLC name
- Name of the individual filing the document
- Mailing address
- Daytime phone number
- Email address
- Fax number (if applicable)
Louisiana law also requires that all notaries print or type their name and notary number on the document.
3. Filing Method Options
The affidavit may be submitted to the Louisiana Secretary of State’s Commercial Division. Additional expedited service options are available:
- Routine processing
- Expedited processing
Payment methods such as check or money order may be used, and filers are instructed not to include credit card information on the form.
Filing Requirements
What Happens After Filing?
- The Secretary of State processes the affidavit
Once the completed Affidavit to Dissolve Limited Liability Company and required filing fee are submitted, the Louisiana Secretary of State reviews the document to ensure it meets all statutory requirements. This includes verifying notarization, signatures, and qualification statements.
- A Certificate of Dissolution is issued
After the affidavit is accepted, the Secretary of State will issue a Certificate of Dissolution. This certificate serves as official confirmation that the LLC has been legally dissolved under Louisiana law. It represents the final step in the dissolution process.
- The dissolution becomes part of the public record
Once processed, the dissolution is recorded in the state’s business registry. This updates the LLC’s status, ensuring it is no longer listed as an active entity in Louisiana.
Common Reasons for Dissolution Delays
- Missing or incomplete signatures
The affidavit must be signed by all members or all organizers if no membership interests were issued. Missing signatures will cause the filing to be delayed or rejected.
- Failure to meet the qualification requirements
If the LLC cannot truthfully state that it is no longer doing business, owes no debts, and owns no immovable property, the affidavit cannot be accepted. Any discrepancy with these required statements can halt the process.
- Incorrect or incomplete transmittal information
The transmittal form must include the filer’s name, contact information, and LLC name. Missing information can prevent the Secretary of State from processing or returning the Certificate of Dissolution.
- Missing filing fee or incorrect payment format
A $100 filing fee must be included and made payable to the Secretary of State. Cash is not accepted, and incorrect payment formats can delay acceptance of the filing.
Common Reasons for Dissolution Delays
Why Choose FastFile for Louisiana LLC Dissolution
- Expertise in Louisiana LLC Dissolution Filings
FastFile understands the exact legal requirements outlined in Louisiana’s dissolution regulations and prepares your affidavit with complete accuracy. Our filing specialists ensure every step aligns with state law, eliminating compliance risks.
- Fast, Streamlined Filing Process
We simplify the entire dissolution process from preparing documents to submitting your affidavit so you don’t waste time on administrative tasks. FastFile helps you dissolve your LLC efficiently and without stress.
- Transparent, Affordable Pricing
We offer straightforward pricing with no hidden fees giving you access to a professional, compliant dissolution service at a reasonable cost.
Conclusion
Dissolving an LLC in Louisiana is simple when you understand the requirements and submit the correct paperwork. By meeting all eligibility rules, completing the affidavit accurately, and paying the proper fee. With FastFile, the process becomes even easier. Our team prepares your documents correctly, verifies state requirements, ensuring your LLC dissolution is completed quickly and without stress.