Louisiana closes businesses with a document most states do not use. It is called the Affidavit of Dissolution, and the word affidavit is doing real work: an affidavit is a sworn statement, signed by a person attesting to facts, rather than a form the entity simply submits. Whoever signs is personally putting their name to the assertion that the company's affairs have been settled. In a state that runs on a civil law tradition rather than the common law used everywhere else in the country, that distinction is worth taking seriously. The state filing detail is on our Louisiana dissolution page.
The Affidavit of Dissolution Is a Sworn Statement
The Affidavit of Dissolution is filed with the Louisiana Secretary of State through geauxBIZ at geauxbiz.com. The fee is $100 and acceptance takes 10 to 15 business days once tax clearance is complete. That $100 is the highest closing fee covered in this series, and it is the same as forming a new Louisiana LLC, so there is no version of this where abandoning the entity and starting over is the economical path.
Because the filing is an affidavit, the wind-down work has to be genuinely finished before it is signed rather than tidied up afterwards. Debts settled, remaining assets distributed, records closed. Signing an affidavit that describes a state of affairs which is not yet true is a materially different act from filing an incomplete form, and it is the reason Louisiana closures should be sequenced deliberately.
geauxBIZ also handles certificate orders, with optional 24-hour expedited turnaround and an apostille service for documents that need to be recognised outside the United States. Both matter during a wind-down. A $20 Certificate of Good Standing obtained overnight can unblock a withdrawal filing in another state, and an apostilled copy is what a foreign member or an overseas bank will ask for when the company is closed.
Louisiana dissolution at a glance
| Item | Value |
|---|---|
| Form name | Affidavit of Dissolution |
| Filing fee | $100 |
| Tax clearance | Yes, required first |
| Processing time | 10-15 business days |
| Filing agency | Louisiana Secretary of State |
| Portal | geauxbiz.com |
| Annual Report | $30, due in the anniversary month |
Who Approves the Dissolution, and Who Swears to It
Two separate questions arise in Louisiana, and conflating them is a common error. The first is authorisation: the members or shareholders have to approve the dissolution. The second is attestation: someone has to sign the affidavit.
On authorisation, the operating agreement controls for an LLC. Where none exists, the Louisiana Limited Liability Company Law (La. R.S. § 12:1301) applies member management, one vote per member, and distributions according to capital contributions. The vote is by heads and the money follows the dollars, which is a workable default but rarely the one members assume. Louisiana's civil law framework makes a written agreement more valuable rather than less, because there is a smaller body of common law precedent to fall back on when a document is silent. Our Louisiana operating agreement guide covers what to record.
Corporations take the familiar route: board resolution recommending dissolution, then shareholder approval. On attestation, whoever signs the affidavit should be able to point to the approved resolution, the creditor notices and the final distribution schedule that make the sworn statement accurate. Assemble that file before the signature, not after.
Tax Clearance Before the Affidavit
Louisiana requires tax clearance before the Affidavit of Dissolution is processed. The clearance runs separately from the Secretary of State and typically adds 2 to 6 weeks in front of the 10 to 15 business day filing window, which is already the longer end of the range across states. Entities that ran payroll or held a Louisiana sales tax registration should assume the longer clearance path, because each registration is reviewed on its own and each needs a final return.
There is also a parish dimension to check. Local sales tax in Louisiana is administered at parish level alongside the state registration, so a business that collected local tax has obligations that a state clearance review does not resolve. Those need closing separately, and they are easy to miss because nothing in the state filing prompts you.
Dissolve your entity
If you would rather not do this yourself, we handle the tax clearance, the articles of dissolution, and the final filings in the right order. Or keep reading and file it on your own. This guide covers everything you need either way.
What Happens When a Louisiana Entity Is Abandoned
Louisiana gives more rope than most states and charges more for the eventual rescue. Both halves matter.
First missed anniversary month. The Annual Report is $30, and a late filing adds $30 plus interest. The entity falls out of good standing, so the $20 certificate that another state, a lender or a licensing board asks for comes back negative, and the 24-hour expedited service that would normally rescue a deadline cannot help because the underlying status is the problem.
Years two and three. Each further year adds $60 plus running interest. Louisiana does not administratively dissolve until around 36 months, which is among the longest runways in the country. That sounds forgiving and functions as a trap, because three years is long enough for the members to have moved on, closed the mail forwarding and lost the registered agent relationship, while the obligations quietly accrue.
Month 36. Administrative dissolution. The registered agent appointment lapses, the entity leaves the active register, and the accrued reports, penalties and interest stay attached to the file.
The 36-month cure. Louisiana allows an Application for Reinstatement for 36 months after administrative dissolution. Curing means paying every missed Annual Report at $30, plus $30 and interest for each late year, then the reinstatement, then the $100 Affidavit of Dissolution. A three-year lapse followed by a reinstatement therefore costs roughly $90 in reports and $90 in penalties before interest, and only then do you reach the $100 filing you could have made at the start. Miss the 36-month window and the entity is permanently gone, the name is released, and a new Louisiana LLC costs $100 with a new file and a new date.
The exposure that no fee schedule captures is personal. Distributions made to members while a supplier, a lender or a parish tax account remained open are recoverable from those members, and an entity that was administratively dissolved rather than wound down has no sworn affidavit, no creditor notice period and no distribution record to point at.
Five Mistakes That Complicate a Louisiana Closure
Mistake 1: Signing the affidavit before the wind-down is finished
What it is. Treating the Affidavit of Dissolution as an opening move rather than a closing one, and swearing to a settled state of affairs that is still in progress. Why it happens. In most states the dissolution filing starts the wind-down, so owners transfer that habit to Louisiana. What it costs. A sworn statement that does not match the facts, which is a poor document to have signed if a creditor surfaces afterwards, plus the $100 fee spent on a filing that may need correcting. Prevention. Settle debts, complete the creditor notice period and record the final distribution before the affidavit is signed.
Mistake 2: Filing before tax clearance is granted
What it is. Submitting the affidavit through geauxBIZ while state tax obligations remain open. Why it happens. The portal accepts the submission and the clearance is handled by a different agency, so nothing in the interface flags it. What it costs. Rejection, a restarted clearance queue of 2 to 6 weeks, and another anniversary month at $30 plus $30 and interest if the delay crosses it. Prevention. Start clearance the week the owners approve and hold the affidavit until it arrives.
Mistake 3: Closing state accounts but not parish accounts
What it is. Surrendering the state sales tax registration while parish-level local tax accounts stay open. Why it happens. Louisiana administers local sales tax at parish level alongside the state registration, and a state clearance review does not reach it. What it costs. Assessments and notices from a parish against an entity that no longer exists to answer them, with the balances following the responsible individuals. Prevention. List every parish the business collected tax in and close each account as a named step in the wind-down.
Mistake 4: Distributing before creditors are notified
What it is. Paying out the remaining balance without dated written notice to known creditors and a response period. Why it happens. The 36-month runway makes the whole process feel unhurried until the members decide to finish it quickly. What it costs. Personal exposure for whoever received the money, and an affidavit signed on facts that a creditor can later contradict. Prevention. Written notice with a stated deadline, a reserve held until it expires, and a distribution schedule recorded before the affidavit is sworn.
Mistake 5: Leaving the agent, the trade name and other states registered
What it is. Dissolving in Louisiana while a commercial registered agent engagement, a state trade name and any foreign qualifications remain live. Why it happens. Each runs on its own renewal cycle and none is touched by the affidavit. What it costs. A renewing agent invoice against a dissolved company, a trading name still tied to the former owners, and other states continuing to bill annual reports and penalties. Prevention. Cancel the agent in writing after acceptance, withdraw the Louisiana trade name, and file every foreign withdrawal before the Louisiana filing. A compliance calendar shows the whole set in one view.
Three Louisiana Closures in Practice
Three representative shapes at current Louisiana fees.
First example: a single-member LLC winding down in Baton Rouge
Situation. A one-member IT consulting LLC stopped taking contracts in January, with an anniversary month of May and a state sales tax registration that had been dormant for a year.
Action. Signed a written consent to dissolve, filed the final state and federal returns, closed the sales tax registration, requested clearance in February, and signed and filed the Affidavit of Dissolution only after the accounts were settled.
Cost and timeline. $100 state fee. Clearance took 25 days and the affidavit was accepted 13 business days later, closing the entity in early April.
Outcome. The May anniversary passed with no entity to report for, avoiding $30 and the $30 plus interest that would have followed a late filing. More importantly, the affidavit was accurate when it was signed.
Second example: a four-member LLC with capital-weighted distributions
Situation. Four members in a marine services LLC, capital contributions of 40, 30, 20 and 10 percent, no written operating agreement, roughly $70,000 remaining after the vessel sale.
Action. The members confirmed that the Louisiana default gives one vote each but distributes according to capital, held and recorded a unanimous vote, notified three creditors in writing with a 30 day window, held a reserve, then requested clearance. The affidavit was signed after the reserve was released.
Cost and timeline. $100 for the affidavit plus a $100 Articles of Amendment filed earlier to change the registered office. Clearance ran 33 days; acceptance came 14 business days later. About twelve weeks in total.
Outcome. The capital-weighted split matched both the statute and the members' expectations, and the documented creditor window meant the person signing the affidavit could do so accurately.
Third example: a Louisiana corporation with an overseas shareholder
Situation. A Louisiana corporation with foreign registrations in two other states and one shareholder resident outside the United States, whose bank required documentary proof of the closure.
Action. Board resolution and shareholder vote first, then withdrawal filings in both other states, each supported by a $20 certificate ordered through geauxBIZ with 24-hour expedited handling. Louisiana clearance ran in parallel. After the affidavit was accepted, an apostilled copy was ordered for the overseas shareholder's bank.
Cost and timeline. $100 in Louisiana, $20 per certificate plus expedite and apostille charges, and each other state's withdrawal fee. Twelve weeks from board vote to the final apostilled document.
Outcome. Nothing outlived the corporation, and the overseas shareholder received a document his bank accepted without further correspondence. The ordering rules are covered in our foreign qualification guide and the Louisiana qualification page.
After the Affidavit Is Accepted
Acceptance ends the entity and stops the Annual Report obligation. Outside the Secretary of State, the work continues on its own schedule: the final federal return marked final, the EIN closed with the IRS in writing, state and parish tax registrations surrendered, and occupational licences handed back.
Keep the accepted affidavit, the clearance letter, the owner consent, the creditor notices and the final distribution schedule together, and order an apostilled certificate if any owner, bank or counterparty sits outside the United States. Then confirm nothing else you hold is drifting toward its own anniversary month; our annual report overview shows the shape of the obligation across states.
How File.Business Handles a Louisiana Dissolution
We sequence the wind-down so the affidavit is accurate when it is signed: draft the member consent or the board and shareholder resolutions, document the creditor notice period, close the state and parish tax registrations, run the clearance request, file the Affidavit of Dissolution through geauxBIZ with the $100 fee, confirm acceptance, and coordinate withdrawal in every other state where the entity is registered. Current Louisiana amounts are on our Louisiana filing fee page, and you can start from the dissolution service page.
Louisiana dissolution FAQ
How do I dissolve an LLC in Louisiana?
File an Affidavit of Dissolution with the Louisiana Secretary of State through geauxBIZ, after state tax clearance has been granted. The fee is $100 and acceptance takes 10 to 15 business days. File.Business sequences the wind-down, prepares the affidavit and files it as one managed dissolution.
Why does Louisiana use an affidavit instead of articles of dissolution?
Louisiana closes entities with a sworn statement rather than a standard form. An affidavit is signed by a person attesting to facts, so whoever signs is asserting that the company's affairs have been settled. That makes the order of work matter: the wind-down should be finished before the affidavit is signed, not after it is filed.
What does it cost to dissolve a business in Louisiana?
The state fee is $100, the highest in this guide series and the same as forming a new Louisiana LLC. Missed Annual Reports are added on top at $30 each plus $30 and interest per late year, all of which has to be settled before the entity can be closed.
What happens if I abandon a Louisiana entity?
Each missed anniversary month adds $30 for the report plus $30 and interest, good standing is lost, and administrative dissolution follows at around 36 months. That long runway is not a favour: it is enough time for the members to lose the registered agent relationship while the balance keeps accruing.
How long do I have to reinstate a Louisiana entity?
36 months after the administrative dissolution. Reinstatement means paying every missed Annual Report at $30 plus $30 and interest per year, then filing the Application for Reinstatement, then filing the $100 affidavit to close properly. See the Louisiana reinstatement page.
Do I need to close parish tax accounts as well as state accounts?
Yes. Louisiana administers local sales tax at parish level alongside the state registration, and a state tax clearance review does not reach those accounts. List every parish where the business collected tax and close each account as its own step in the wind-down.
File.Business handles your Louisiana dissolution end-to-end.
We draft the authorization documents, coordinate tax clearance (required in Louisiana), file the Affidavit of Dissolution with the Louisiana Secretary of State, and confirm acceptance. Total Louisiana filing time 10-15 business days.
Doing this in Louisiana specifically: Louisiana dissolution filing covers the detail for this state, including the current fee and the exact form the agency expects.
This guide is written from the official sources below. Fees, forms, and deadlines change; confirm the current requirement with the agency before you file.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
