How to Dissolve an LLC in Louisiana: Affidavit or Long Form

How to dissolve an LLC in Louisiana: pick the right route first

Louisiana is one of the few states with two different ways out, and the choice decides how much work follows. The Secretary of State's rule of thumb: if the company is no longer doing business, owes no debts, has no assets and has no immovable property, it can be dissolved by affidavit. If it still owes debts, has assets or owns immovable property, a long-form dissolution must be filed (Louisiana Secretary of State).

The generic steps, from the member vote to final federal returns, are in how to dissolve an LLC. Here is how the Louisiana routes compare.

Filing with the Louisiana Secretary of State: forms and fees

Louisiana raised its business filing fees on October 1, 2026, under Act 921 of the 2026 Regular Session (Louisiana Secretary of State). The schedule now lists the Affidavit to Dissolve for a Louisiana LLC, form 368, at $125, and amended articles, mergers and dissolutions for LLCs, which covers the long form, at $125. The office's fee schedule PDF, effective 10/1/26, shows the same $125 for the affidavit (Louisiana fee schedule). Guides and old forms quoting lower fees predate the increase.

The affidavit can be filed online or downloaded from the forms page (Louisiana Secretary of State). Paper filings go to the Commercial Division, P.O. Box 94125, Baton Rouge, LA 70804-9125, and the office also accepts fax filings. Expedited handling costs $35 for processing within 24 hours or $60 for priority service while you wait (Louisiana Secretary of State).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Louisiana Secretary of State: Forms and fee schedule

The Louisiana affidavit: fast, but members carry the risk

The affidavit route trades paperwork for personal exposure. Under R.S. 12:1335.1, the members, or the organizer if no membership interests were issued, become personally liable for any debts or other claims against the LLC in proportion to their ownership interest (La. R.S. 12:1335.1). A forgotten vendor invoice or a late tax assessment lands on the people who signed.

The same section says the Secretary of State will reinstate an LLC dissolved by affidavit only on a court order (La. R.S. 12:1335.1). Use the affidavit only when you are confident nothing is owed and nothing is left, including tax periods still open with the Department of Revenue.

The long-form dissolution and the parish newspaper notice

When debts or assets remain, the LLC dissolves and winds up out of court. The articles of dissolution give the company's name, the date its articles of organization were filed, the reason for dissolving and any effective date (La. R.S. 12:1339). If the members have not already done so, a notice that the LLC is to be liquidated out of court must be published at least once in a newspaper of general circulation in the parish of the registered office, and a copy with the publisher's affidavit is filed with the Secretary of State.

Budget for the newspaper's charge as well as the $125 state fee, and give the notice time to run before you distribute anything to members.

Louisiana Department of Revenue and payroll accounts

Louisiana taxes an LLC the way it is taxed federally: a partnership LLC is treated as a partnership and a corporate-taxed LLC as a corporation (Louisiana Department of Revenue). Its final state return follows the same classification.

• Close the accounts: if your business has been closed or sold, you must file a Request to Close Business Tax Accounts, Form R-3406. If you do not, estimated assessments will continue to be issued, and you then file the R-3406 with any dissolution documents to have them cancelled (Louisiana Department of Revenue).
• Payroll: the Louisiana Workforce Commission runs unemployment insurance. For long-form corporate dissolutions, the Department of Revenue describes the Secretary of State notifying both the Department of Revenue and the Workforce Commission's Department of Employment Security, which then check for unresolved issues (Louisiana Department of Revenue). File your final quarterly report regardless of the entity type.
• Federal: you must file a final return for the year of closing, and corporations file Form 966 after adopting a plan to dissolve (IRS).

How to dissolve a corporation in Louisiana

A Louisiana corporation has its own short route. The fee schedule lists Simplified Articles of Termination, form 1441, at $95, and corporate dissolutions filed as amended articles at $95 (Louisiana Secretary of State). The Department of Revenue notes that some corporations are eligible for the simplified articles, and that once dissolution papers are filed the Secretary of State notifies the Department so it can close the corporation's revenue account (Louisiana Department of Revenue).

See also how to dissolve a corporation for the federal side.

What happens if a Louisiana LLC stops filing annual reports

Louisiana does not quietly let a company lapse. The Secretary of State sends a Notice of Intent to Revoke, and the company must file a completed annual report within 30 days of the notice, or 60 days for a foreign corporation or LLC. Otherwise the charter is revoked, and reinstatement fees are significantly higher than an annual report (Louisiana Secretary of State). The schedule lists Articles of Reinstatement for corporations at $95 plus $35 for each annual report due (Louisiana Secretary of State).

Revocation is not dissolution: Department of Revenue accounts stay open and keep producing estimated assessments until an R-3406 is filed.

Withdrawing an out-of-state LLC from Louisiana

An LLC formed elsewhere withdraws from Louisiana on form 338, Application to Withdraw, for $185; the same form costs a foreign corporation $155 (Louisiana Secretary of State). File the R-3406 too, so the Louisiana revenue accounts close with the registration.

Records, exports and what a Louisiana company leaves behind

Keep the filed affidavit or articles, the publisher's affidavit for the long form and the R-3406 confirmation. Employment tax records must be kept for at least 4 years after the tax is due or paid (IRS).

Export accounting, customer and operations systems before cancelling them; the records export guide lists what to pull. Those archives can also have value. AI developers license de-identified operating records such as service tickets, field reports and project files, and a long-form wind-down is the moment to sell assets. See selling company data after closing.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.