How to Dissolve an LLC in Louisiana: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To dissolve a Louisiana LLC, get the members' consent, wind up the business by paying debts and distributing assets, file final federal and Louisiana tax returns, and then file the Affidavit to Dissolve (form #368) with the Louisiana Secretary of State for a $100 fee (rising to $125 on October 1, 2026). Simply abandoning the LLC leaves annual report and tax obligations running.

Overview: How to Dissolve a Louisiana LLC

Closing a Louisiana LLC is a two-track process: you must wind up the business affairs and you must file the right document with the Louisiana Secretary of State to end the entity's legal existence. Winding up means stopping new business, paying debts, and distributing what is left. The filing then puts the closure on the public record so the LLC stops accruing annual report obligations.

Louisiana offers a streamlined path for straightforward cases: an LLC that has paid its debts, distributed its property, and obtained unanimous member consent can file a short-form Affidavit to Dissolve (form #368) under Louisiana Revised Statute 12:1335.1. An LLC that needs a formal, supervised winding up instead files articles of dissolution and completes the wind-up before termination. This guide covers the Louisiana process; for the national overview see how to dissolve an LLC and how to close a business.

How to Dissolve a Louisiana LLC, Step by Step

The dissolution follows five steps. The order matters: settle the business and the taxes before you file, so the closure is clean and the members are not left exposed.

1. Vote to dissolve. Follow your operating agreement and the Louisiana LLC law to obtain the member vote or unanimous written consent to dissolve, and record the decision in your minutes or a written resolution.
2. Wind up and settle debts. Stop taking on new business, collect receivables, notify known creditors, and pay or make provision for the LLC's debts. Distribute any remaining assets to the members according to their interests.
3. File final tax returns. File final federal and Louisiana income tax returns (marking them "final"), file and pay final sales tax, close your Louisiana Department of Revenue accounts, and make final payroll deposits if you had employees.
4. File the Affidavit to Dissolve (#368). File form #368 with the Louisiana Secretary of State through geauxBIZ and pay the $100 fee (rising to $125 on October 1, 2026). If a formal winding up is required, file articles of dissolution and complete the wind-up first.
5. Close remaining accounts. Close the business bank account, cancel local licenses and permits, and retain records. You may also close the LLC's EIN account with the IRS by letter.

Only after debts and taxes are handled and the affidavit is accepted is the LLC truly closed. Keeping records of the wind-up protects the members if a question arises later.

Vote and Wind Up the Business

Dissolution starts with a decision. Your operating agreement usually specifies the vote needed to dissolve; if it is silent, the Louisiana Limited Liability Company Law supplies a default, and the short-form Affidavit to Dissolve requires unanimous member consent. Document the decision in a written consent or resolution and note the effective date.

Once the members decide to dissolve, the LLC enters winding up. During winding up the LLC exists only to close out its affairs: it should not take on new business. Practical winding-up tasks include collecting money owed to the LLC, giving notice to creditors, terminating contracts and leases, and preparing a final accounting. Handling winding up carefully is what preserves the members' limited liability through the closure.

Settle Debts and Distribute Assets

Before any money goes to the members, the LLC must deal with its creditors. Louisiana law, like most states', requires that the LLC's assets first be applied to pay or provide for its liabilities. Only the remaining assets are distributed to the members according to their ownership interests or the terms of the operating agreement.

This ordering is important for two reasons. First, distributing assets to members before paying creditors can expose those members to clawback claims. Second, the short-form Affidavit to Dissolve is only appropriate when the LLC's debts have in fact been paid and its property distributed. If the LLC still has significant unpaid obligations or contested claims, use a formal winding up and articles of dissolution rather than the affidavit. See what happens if you don't dissolve an LLC for the risks of skipping this.

Clear Louisiana Taxes and Final Returns

Dissolving the entity with the Secretary of State does not erase tax obligations, so handle taxes as part of the wind-up. File final federal returns - a final Schedule C, Form 1065, or Form 1120/1120-S depending on your classification - and check the "final return" box. On the federal side, the IRS provides a closing-a-business checklist covering final employment tax deposits and information returns.

For Louisiana, file your final Louisiana income tax return, file and pay any outstanding sales and use tax, and close your accounts with the Louisiana Department of Revenue, including any withholding account if you had employees. Because the corporation franchise tax was repealed for periods beginning on or after January 1, 2026, an LLC taxed as a corporation no longer has a franchise-tax wind-up to complete for 2026 and later, but it must still file a final corporation income tax return. Confirm what remains open on your Department of Revenue accounts before you file the affidavit.

File the Affidavit to Dissolve (or Articles of Dissolution)

With debts paid, assets distributed, and taxes handled, file the closure document. For most small LLCs that qualify, this is the Affidavit to Dissolve (form #368) under Louisiana Revised Statute 12:1335.1. The affidavit states, under oath, that the LLC's debts have been paid, its property distributed, and that all members consent to the dissolution. You file it with the Louisiana Secretary of State - the fastest route is online through geauxBIZ.

If your LLC does not qualify for the short-form affidavit - for example, it must go through a supervised winding up or has creditors to notify formally - you instead file articles of dissolution and complete the winding up before the entity is terminated. When in doubt about which path fits, or if the LLC has meaningful debts or disputes, consult a Louisiana attorney. Keep your registered agent in place until the dissolution is accepted so you receive any final notices.

Fees to Dissolve a Louisiana LLC (2026)

The main cost of dissolving is the Secretary of State filing fee. The table below shows the relevant amounts, each verified against the Louisiana Secretary of State fee schedule. Note that most Commercial Division fees increase on October 1, 2026 under Act 921 of the 2026 Regular Session.

Certified copies and expedited processing carry additional Secretary of State fees that also change on October 1, 2026, so confirm current amounts on the fee schedule before filing. For a broader comparison, see the national cost to dissolve an LLC.

After Dissolution: Close Accounts and Keep Records

After the Secretary of State accepts the dissolution, finish closing out the business. Close the LLC's bank account once final payments clear, cancel any parish or municipal occupational licenses and permits, and cancel state tax registrations that remain open. If the LLC had a federal EIN, you can ask the IRS to close the business account associated with it, though the number itself is never reused.

Keep the LLC's records - the Articles of Organization, operating agreement, tax returns, and wind-up documentation - for several years in case of an audit or a later claim. Because members can remain responsible for taxes and debts that were not properly handled, a documented, orderly dissolution is the best protection. If you may open a business again later, review how to form an LLC in Louisiana before you start fresh.

Frequently Asked Questions

How do I dissolve an LLC in Louisiana?

Get the members' consent, wind up the business by paying debts and distributing assets, file final tax returns, and file the Affidavit to Dissolve (form #368) with the Louisiana Secretary of State. See the dissolution overview.

How much does it cost to dissolve a Louisiana LLC?

The Affidavit to Dissolve (#368) costs $100 in 2026, rising to $125 on October 1, 2026. Closing your Louisiana Department of Revenue and IRS accounts is free.

What form do I file to close a Louisiana LLC?

An LLC with paid debts, distributed property, and unanimous consent files the Affidavit to Dissolve (form #368). An LLC needing a formal winding up files articles of dissolution instead.

What happens if I do not dissolve my Louisiana LLC?

The LLC keeps existing, so annual reports and tax filings keep running. Under RS 12:1308.2, the Secretary of State can revoke the articles after three years of missed annual reports - but that is not a clean voluntary dissolution.

Do I need tax clearance to dissolve a Louisiana LLC?

File all final Louisiana returns and pay any tax due before dissolving. The affidavit does not erase unpaid taxes, and members can remain responsible for amounts not handled in winding up.

How long does it take to dissolve a Louisiana LLC?

Once winding up is done and final returns are filed, geauxBIZ online filing of the affidavit is the fastest route. Most of the timeline is settling debts and closing tax accounts.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Louisiana
• Louisiana registered agent
• Louisiana LLC tax filing
• How much does a Louisiana LLC cost?
• What happens if you don't dissolve an LLC?
• Cost to dissolve an LLC · How to close a business
• How to dissolve an LLC in Texas (sibling)

Sources

1. Louisiana Secretary of State - Forms & Fee Schedule ($100 Affidavit to Dissolve #368; $25 change of agent #983).
2. Louisiana Secretary of State - 2026 Fee Changes (Act 921), effective Oct 1, 2026 (Affidavit to Dissolve $125).
3. Louisiana Secretary of State - File Business Documents (geauxBIZ) (online dissolution filing).
4. Louisiana Secretary of State - Business Services (entity lifecycle; forms).
5. Louisiana Legislature - RS 12:1308.1, Annual report (obligations continue until dissolution).
6. Louisiana Legislature - RS 12:1308.2, Failure to file annual report; revocation and reinstatement.
7. Louisiana Legislature - RS 12:1308, Registered office and registered agent (maintain agent until closed).
8. Louisiana Department of Revenue - Corporation Income & Franchise Tax (final corporation return; franchise tax repealed for periods on/after Jan 1, 2026).
9. Louisiana Department of Revenue - Individual Income Tax (final pass-through return).
10. Louisiana Department of Revenue - General Sales & Use Tax (final sales tax; close dealer account).
11. IRS - Closing a Business (final returns; employment tax; EIN account).
12. IRS - Canceling an EIN - Closing Your Account.
13. Legal Information Institute - Dissolution (Wex legal definition).
14. Legal Information Institute - Winding up (Wex legal definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and procedures change; verify current requirements with the Louisiana Secretary of State and Louisiana Department of Revenue before acting.