Louisiana: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
A Louisiana LLC ordinarily dissolves on a written articles/operating-agreement event or majority member approval, unless its governing documents change the rule. At dissolution and the start of winding up it files $100 Articles of Dissolution; the ordinary route also requires one parish newspaper notice and the publisher's affidavit. Members wind up by default, or properly activated liquidators may do so. Debts, expenses, and known contingent liabilities come before owners. A separate $100 affidavit shortcut is limited to an LLC that has stopped business, owes no debts, and owns no immovable property, and it shifts later claim liability personally to the members or organizer.
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This is the general rule in Louisiana. Ezel applies current Louisiana law to your specific facts and answers with citations to the statutes.
| Governing law and scope | Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq., especially §§ 12:1318 and 12:1334 to 12:1339; ordinary domestic LLC voluntary dissolution, out-of-court winding up, publication, claims, distributions, Articles of Dissolution, and the narrow affidavit shortcut |
|---|---|
| Dissolution event and approval | Written articles/operating-agreement event or member consent under § 12:1318. Unless the articles or written operating agreement provide otherwise, majority vote of members approves dissolution and winding up (§§ 12:1318(B)(1), 12:1334) |
| Pre-filing status and tax clearance | Ordinary Articles under § 12:1339 do not require a tax-clearance certificate, final return, good-standing certificate, or Department of Revenue consent. The affidavit shortcut instead requires factual eligibility: no longer doing business, no debts, and no immovable property (§ 12:1335.1) |
| Winding-up authority and powers | Members wind up by default unless the articles/written operating agreement say otherwise. One or more liquidators may be appointed, but appointment becomes operative only after the statutory parish publication/publisher affidavit is filed and Articles of Dissolution are filed; a court may wind up on application (§ 12:1336) |
| Creditor notice and claims | Ordinary articles require one publication of authorization to liquidate out of court, with publisher affidavit filed (§§ 12:1336, 12:1339). A separate optional claim-bar process adds registered/certified notice to known creditors/claimants/unfulfilled-contract parties plus weekly publication for two weeks and at least 6 months to present claims; suit claims generally perempt after 3 years (§ 12:1338) |
| Debts, reserves, and distributions | Pay or adequately provide for all debts, liabilities, liquidation expenses, and known contingent liabilities first. Then, unless governing documents change the order, satisfy distribution liabilities, return capital contributions, and distribute by membership interests/distribution proportions; liquidator/member dismissal waits until provided-for contingencies are settled (§ 12:1337) |
| Termination filing and signer | At dissolution and commencement of winding up, file Articles of Dissolution stating name, organization/amendment filing dates, reason, any delayed effective date, and optional information. Manager-managed LLC: one or more managers sign; member-managed: one or more members sign; one signer acknowledges (§ 12:1339). Part VII has no separate after-wind-up cancellation certificate |
| Fee, method, and effective date | $100 for an LLC dissolution or Form #368 affidavit as of 2026-07-28; geauxBIZ online filing is mandatory in listed parishes for available documents and otherwise online/paper submission follows SOS instructions. Ordinary articles take effect on filing unless they state a date certain (§ 12:1339; SOS forms/fee schedule) |
| Survival, revocation, and post-closure | Louisiana Part VII supplies liquidation and claim-peremption rules but no general voluntary revocation/reinstatement procedure for an ordinary dissolved LLC. An affidavit-dissolved LLC may be reinstated only by court order, and members/organizer remain personally liable pro rata for later debts or claims (§§ 12:1335.1, 12:1338) |
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Requirements one by one
Majority approval is the default
Louisiana does not default to unanimity. La. R.S. 12:1334 recognizes a written
event in the articles or operating agreement and member consent under La. R.S.
12:1318. Unless the articles or a written operating agreement provide otherwise,
§ 12:1318(B)(1) requires a majority vote of the members to approve
dissolution and winding up.
Ordinary dissolution requires articles and publication
At dissolution and the commencement of winding up, La. R.S. 12:1339 requires
Articles of Dissolution. They state the LLC name, the filing dates of its
organization articles and amendments, the reason for dissolution, any delayed
effective date, and optional information.
The ordinary route also requires a notice that the LLC is authorized to dissolve
and will be liquidated out of court. If it was not already published under La.
R.S. 12:1336(A)(1), § 12:1339 requires one publication in a general-circulation
newspaper in the registered-office parish, and the publisher's affidavit must be
filed with the Secretary of State.
Members wind up unless the documents say otherwise
Under La. R.S. 12:1336, members wind up by default. The LLC may appoint one or
more liquidators, but their appointment does not become operative until the
required notice and publisher affidavit are filed and the Articles of Dissolution
are filed. A court may conduct the wind-up on application of a member, legal
representative, assignee, or liquidator.
The broader creditor process is optional
The single authorization publication is part of the ordinary filing route. The
claim-bar procedure in La. R.S. 12:1338 is a separate election. To obtain its
benefits, the LLC sends registered or certified mail to known creditors,
believed valid claimants, and parties to unfulfilled contracts; publishes weekly
for two successive weeks; and gives at least six months to present detailed
claims.
Claims not timely presented can be perempted under the section, and enforceable
suit claims generally face a three-year peremption period. Valid subsisting liens
are expressly preserved.
Pay liabilities before owners
La. R.S. 12:1337 requires payment or adequate provision for all debts and
liabilities, liquidation costs, and known contingent liabilities. Only then does
the default distribution order satisfy unpaid distribution liabilities, return
capital contributions, and distribute by membership interests and ordinary
distribution proportions.
A narrow affidavit shortcut shifts the risk
La. R.S. 12:1335.1 permits Form #368 only if the LLC is no longer doing
business, owes no debts, and owns no immovable property. The members execute it,
or the organizer does if no membership interests were issued.
That shortcut has a sharp consequence: afterward, the members or organizer are
personally liable in proportion to ownership for debts or claims. Reinstatement
is available only when a court orders the Secretary of State to reinstate.
The fee is $100
The Secretary of State's current schedule lists $100 for LLC dissolutions and
$100 for the Affidavit to Dissolve. Available business filings must be submitted
online through geauxBIZ in the listed mandatory-online parishes; otherwise use
the current SOS submission instructions.
Ordinary articles are effective on filing unless they state a date certain. Part
VII does not add a separate after-liquidation cancellation certificate or a
general voluntary reinstatement procedure.
Common questions
Do all members have to approve?
Not by default. A majority vote approves dissolution and winding up unless the
articles or written operating agreement changes the rule.
Is newspaper publication optional?
Not for the ordinary Articles of Dissolution route: one authorization notice and
publisher affidavit are required. The additional two-week publication and
direct-mail creditor procedure under § 12:1338 is optional.
Can every LLC use the affidavit shortcut?
No. The LLC must have stopped doing business, owe no debts, and own no immovable
property. It also creates personal liability for later debts and claims.
Is tax clearance attached to the articles?
No tax-clearance certificate, final return, good-standing certificate, or
Department of Revenue consent appears in La. R.S. 12:1339. Tax filings and
account closures remain separate.
Statutes and sources
- La. R.S. 12:1318 and 12:1334 — default majority approval and dissolution
events. https://legis.la.gov/Legis/LawPrint.aspx?d=76269 and
https://legis.la.gov/Legis/LawPrint.aspx?d=76287 (accessed 2026-07-28) - La. R.S. 12:1335.1 — debt-free/no-immovable affidavit shortcut, personal
liability, and court-only reinstatement.
https://legis.la.gov/Legis/LawPrint.aspx?d=76289 (accessed 2026-07-28) - La. R.S. 12:1336 to 12:1339 — winding up, distributions, creditor
peremption, Articles of Dissolution, publication, signer, and effective date.
https://legis.la.gov/Legis/LawPrint.aspx?d=76290 (accessed 2026-07-28) - Louisiana Secretary of State Forms & Fee Schedule — $100 fees and
mandatory-online parishes.
https://www.sos.la.gov/business-services/forms-fee-schedule (accessed 2026-07-28)
Verified against current official Louisiana statutes and Secretary of State
filing materials on July 28, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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