How to Dissolve a Louisiana Corporation in 2023

The Basics of Dissolving a Louisiana Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

• Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
• File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Louisiana Secretary of State and fill out the appropriate Affidavit to Dissolve.
• Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Louisiana Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
• Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
• Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Louisiana corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Louisiana Corporation?

Two key groups can dissolve a corporation: the initial incorporators or the shareholders. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving a Louisiana corporation by the incorporators or initial board of directors

In some cases, a Louisiana corporation might decide to really get things up and running. More specifically, if no shares of stock have been issued, then the incorporators (or initial directors with the incorporator’s approval) will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file the Affidavit to Dissolve Corporation form. Here’s the information required to complete this document:

• State of the corporation
• Parish of the corporation
• Corporate name
• Confirmation that the incorporators approved the dissolution
• Name and signature of each incorporator
• Signature of a notary public
• Name and number of that notary

There is a $75 filing fee for this document; once you file it, you’ll be sent a Certificate of Dissolution from the Secretary of State. After you complete and file the Certificate, your corporation will be officially dissolved. Note: Louisiana usually processes most paper filings within 5-7 business days.

Dissolving a Louisiana corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for final approval.

Once that approval is obtained, it’s time to file the Affidavit to Dissolve Corporation. This is the same form as above. You’ll fill out a lot of the same information, but instead of confirming that the incorporators made the decision, you’ll have the shareholders do so and sign the form. The filing fee is still $75, and your form should be processed within 5-7 business days.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filing the proper form.

What About Administrative Dissolutions?

Sometimes, the state of Louisiana may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

Louisiana makes it pretty simple to get reinstated; all you really have to do is file all of your delinquent reports. Once they’re filed, you can file the Articles of Reinstatement for $75 plus a $30 penalty for each delinquent report. You have up to 5 years to complete this process.

Note: this 5-year reinstatement window is for administrative dissolutions only. Voluntary dissolutions (as discussed above) have a smaller window of opportunity to get reinstated.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.