Have you decided to stop transacting business with your Louisiana limited liability company? The state of Louisiana legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Louisiana.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Louisiana is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Louisiana.
How to Dissolve a Domestic Louisiana LLC
In Louisiana, the domestic LLC dissolution process starts with the Affidavit to Dissolve Limited Liability Company to the Secretary of State’s office. This document must be notarized and will require the following information:
- Name, address, and contact information of the applicant
- State of formation
- Parish/county of formation
- LLC name
- Affirmation of the following:
- Intent to dissolve
- No debts remain unpaid
- Signatures of all LLC members or organizers
- Signature of the Notary Public
Once you have supplied all of the information above and the document is notarized, you will need to include a check for $100 made payable to the “Secretary of State.” You can then send the notarized form and the check to the following address:
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125
Once you have filed for dissolution, you can expect to wait about one week for the Secretary of State to send your official Certificate of Dissolution in the mail. If you need your dissolution processed faster than that, you can get 24-hour processing for an extra $30 or 2-4 hour processing for an additional $50. If you deliver your documents in person, the state will process them while you wait.
How to Dissolve a Foreign LLC in Louisiana
Do you need to dissolve a limited liability company based outside of Louisiana, but qualified to transact business within this state? You’ll need to submit the Application for Withdrawal of a Foreign Limited Liability Company (in duplicate) to the Secretary of State. This form must be notarized and will require the following information:
- Name, address, and contact information of the applicant
- State of formation
- Parish/county of formation
- Company name
- Effective date of dissolution
- Mailing address for service of process
- Signature of an LLC officer, manager, or member
- Signature of the Notary Public
Once this form is finished and notarized, you will need to include a check for $150 made payable to the “Secretary of State.” Then, you can mail the notarized form (in duplicate) and the check to the same address:
Commercial Division
P.O. Box 94125
Baton Rouge, LA 70804-9125
It generally takes about five business days to process this filing. If you want to expedite your order, you can spend an extra $30 to get 24-hour processing or an extra $50 for 2-4 hour processing. If you hand-deliver your forms at the Secretary of State’s office, they will be processed immediately.
What Else Do I Need to Know About LLC Dissolutions in Louisiana?
There is no grace period for name protection once your LLC is dissolved. In other words, as soon as you file for dissolution and receive your Certificate of Dissolution (or Certificate of Withdrawal), your business name can be claimed by someone else.
Administrative dissolution is another important issue for both foreign and domestic LLCs. Thankfully, Louisiana is pretty lax in this regard. There are no penalty fees if you fail to file your annual report, and the state will not move to dissolve your business until you fail to file three annual reports. Even then, you simply need to file any delinquent reports to reinstate your business and put it back in “Good Standing” with the state.
It is also important to note that foreign LLCs usually take significantly longer to dissolve than domestic ones. This is because the dissolution of a foreign LLC must be approved by the Department of Revenue, which means that processing times can vary.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
There are some small differences between the Affidavit to Dissolve and the Application for Withdrawal, but for the most part, the processes for dissolving a domestic LLC or withdrawing a foreign LLC are pretty similar. In either case, the processing fees are higher than in most other states.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Louisiana LLC!