How to Dissolve an LLC in Louisiana

dissolve an LLC

Dissolving a business often involves complex procedures. However, for a limited liability company in Louisiana, dissolving it takes a handful of paperwork. When an LLC is formed in Louisiana, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Louisiana. LLCs must file the Articles of Dissolution with the Louisiana Secretary of State, just as the formation certificate was filed at the time of forming an LLC in Louisiana. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Louisiana LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Louisiana LLC requires three broad procedural steps. Having a Louisiana LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Louisiana Secretary of State.

1 Follow the LLC Operating Agreement in Louisiana 2 Close All Tax Accounts 3 File Articles of Dissolution

Step 1Follow the LLC Operating Agreement in Louisiana

operating agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Louisiana.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. A Registered Agent in Louisiana will guide you with everything you need to close your limited liability company. While choosing a registered agent, make sure they have a physical street address in the state. A professional service provider, like LegalZoom, helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Louisiana that we strongly recommend for you.

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Step 2Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC's duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods, then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close its accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Louisiana LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs that have registered themselves as corporations should check IRS Form 1120.

Step 3File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like the Louisiana Articles of Organization, one has to file the Louisiana LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form are very easy and are discussed below.

articles of organization

First of all, the LLC owner(s) have to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop-off, or online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Louisiana Secretary of State's physical office along with the state filing fee.
If you want to dissolve Louisiana Foreign LLC, then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign in to SOS
Offline Applications	LLC Articles of Dissolution
SOS Contact (if offline application is available)	State of Louisiana Secretary of State, P.O. Box 94125, Baton Rouge, LA 70804
Filing Time	It takes 4 to 24 hours to start processing the documents
Filing Fee	$100 + $30-$50 for expedited filing

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it's his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Louisiana

Apart from these three steps, no major dissolution rules exist in Louisiana. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish it.
Settle all the existing disputes of the LLC.
Transfer all the property of the LLC to the names of the partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnership.

Cost of Dissolving LLC

LLC costs in Louisiana include the formation as well as dissolution fees. To dissolve an LLC in Louisiana, LLCs have to file an Article of Dissolution. The filing fee is $100 + $30-$50 for expedited filing. The details are mentioned in the articles of dissolution filing form. The following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Louisiana, you can reinstate or revive the same within a given time. In Louisiana, the LLC name will be available up to 3 years. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Louisiana if that is available. According to the Louisiana SOS, you can revive your LLC anytime, as there is no time limit for reinstatement. But after 3 years, the name will be gone, so you need to file an amendment document..

Reasons Behind Dissolving an LLC in Louisiana

People always think they can leave the company without any notice, and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone dissolves an LLC in Louisiana, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary, too. Let’s get to know about the involuntary reasons,

If the company were caught doing illegal business.
If the company’s member died for any reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time of the company's dissolution was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Louisiana

With a population of 4,695,071, Louisiana is one of the favorable places to start an LLC. According to several reports, starting an LLC for Real estate can be profitable, as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you're going to start your LLC, you can decide the type of business to start. The following are the top 5 businesses you can start in Louisiana.

Real estate
Tourism
Digital marketing
Restaurant
Home Improvement Contracting Business

Louisiana LLC Dissolution Review - A Quick Recap

Here's a recap of the steps you must follow when dissolving your Louisiana LLC. Click on the steps in this list if you want to read the full details.

Follow Your Louisiana LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Dissolution: File the articles of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Louisiana?

To dissolve an LLC in Louisiana, you must file Articles of Dissolution with the Louisiana Secretary of State.

What is the fee for filing Articles of Dissolution in Louisiana?

The fee for filing Articles of Dissolution in Louisiana is $60.

What is the required information to include in the Articles of Dissolution in Louisiana?

The required information to include in the Articles of Dissolution in Louisiana includes the LLC name, date of dissolution, and signature of a member or manager.

Are there any annual reports or taxes that need to be filed when dissolving an LLC in Louisiana?

Yes, you must file all delinquent annual reports and pay any outstanding taxes before dissolving an LLC in Louisiana.

How long does it take to dissolve an LLC in Louisiana?

It typically takes 1-2 weeks for the Louisiana Secretary of State to process Articles of Dissolution for an LLC.

Can I reinstate my LLC in Louisiana after it has been dissolved?

Yes, you can reinstate your dissolved LLC in Louisiana by filing an Application for Reinstatement with the Secretary of State.

What is the deadline for filing Articles of Dissolution in Louisiana?

There is no specific deadline for filing Articles of Dissolution in Louisiana, but it should be done as soon as possible after the decision to dissolve the LLC is made.

Do I need to notify creditors and business partners when dissolving an LLC in Louisiana?

Yes, it is recommended to notify creditors and business partners when dissolving an LLC in Louisiana to settle any outstanding debts or obligations.

Can I dissolve my LLC in Louisiana if it is involved in legal proceedings?

It is recommended to consult with a legal advisor before dissolving an LLC in Louisiana if it is involved in legal proceedings to ensure all liabilities are addressed.

What happens to the assets of an LLC when it is dissolved in Louisiana?

The assets of an LLC in Louisiana are typically distributed to creditors and members according to the operating agreement or state law upon dissolution.

Is there a specific process for dissolving an LLC in Louisiana if it is a foreign (out-of-state) LLC?

Foreign LLCs that wish to dissolve in Louisiana must follow the same process as domestic LLCs, including filing Articles of Dissolution with the Secretary of State.

Can I dissolve my LLC in Louisiana if it has outstanding debts?

Yes, an LLC can still be dissolved in Louisiana if it has outstanding debts, but those debts must be settled or addressed during the dissolution process.

What is a Certificate of Account Status, and do I need it to dissolve my LLC in Louisiana?

A Certificate of Account Status verifies that all taxes and fees owed to the Louisiana Department of Revenue have been paid; it is required to dissolve an LLC in Louisiana.

Can I sell the assets of my LLC in Louisiana before dissolving it?

Yes, you can sell the assets of your LLC in Louisiana before or during the dissolution process, as long as any proceeds are used to settle outstanding debts or obligations.

Can I dissolve my LLC in Louisiana if it is involved in a partnership or joint venture?

Yes, you can dissolve an LLC in Louisiana that is involved in a partnership or joint venture, but all legal agreements must be followed during the dissolution process.

What is the process for closing bank accounts and notifying the IRS when dissolving an LLC in Louisiana?

When dissolving an LLC in Louisiana, you must close all bank accounts associated with the LLC and notify the IRS by filing a final tax return.

Do I need to cancel any business licenses or permits when dissolving an LLC in Louisiana?

Yes, you should cancel any business licenses or permits associated with the LLC in Louisiana to avoid any future obligations or liabilities.

Will dissolving my LLC in Louisiana affect my personal liability protection?

Dissolving an LLC in Louisiana does not automatically affect your personal liability protection, but it is important to settle all debts and obligations to avoid personal liability.

Can a member of an LLC in Louisiana sue another member for damages during the dissolution process?

Members of an LLC in Louisiana can sue each other for damages during the dissolution process if there are disputes over the division of assets or liabilities.

What happens if I do not properly dissolve my LLC in Louisiana?

If you do not properly dissolve your LLC in Louisiana, you may still be liable for annual report filings, taxes, or other obligations, even if the LLC is no longer active.

Can I change my mind about dissolving my LLC in Louisiana after I have already started the process?

Yes, you can change your mind about dissolving your LLC in Louisiana before the Articles of Dissolution are processed by the Secretary of State.

Can I dissolve my Louisiana LLC online?

Yes, Articles of Dissolution can be filed online through the Louisiana Secretary of State's website for convenience.

Do I need to notify the Louisiana Department of Revenue when dissolving my LLC?

Yes, you need to notify the Louisiana Department of Revenue by filing a final tax return and obtaining a Certificate of Account Status before dissolving your LLC.

Can I dissolve my Louisiana LLC while it is in good standing with the state?

Yes, you can dissolve your Louisiana LLC while it is in good standing with the state as long as all necessary steps for dissolution are followed.

Can I dissolve my Louisiana LLC if it is in default with the state?

Yes, you can dissolve your Louisiana LLC if it is in default with the state by settling any outstanding obligations and following the proper dissolution process.

How do I notify employees or contractors when dissolving my LLC in Louisiana?

It is best practice to notify employees or contractors of the LLC's dissolution in Louisiana in writing and settle any outstanding payments or agreements.

Can I convert my Louisiana LLC to a different business entity rather than dissolving it?

Yes, you can convert your Louisiana LLC to a different business entity, such as a corporation or partnership, instead of dissolving it if desired.

Can I dissolve my LLC in Louisiana if I am in the process of bankruptcy?

Consult with a bankruptcy attorney before dissolving your LLC in Louisiana if you are in the process of bankruptcy to ensure compliance with all legal requirements.

Do I need to publish my intention to dissolve my Louisiana LLC in a newspaper?

There is no requirement to publish your intention to dissolve your Louisiana LLC in a newspaper, but it is essential to follow all legal steps for the dissolution process.

What is the fee to file articles of dissolution in Louisiana?

The fee to file articles of dissolution for an LLC in Louisiana is $60.

In Conclusion

Dissolving a business is not an easy task, as a lot of homework is involved in the process. The official process might have only a few steps; however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then LegalZoom is your answer.

Limited liability companies reduce owners' personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.

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