Corporation Voluntary Dissolution and Closure Requirements in Louisiana
Short answer A Louisiana corporation ordinarily obtains board and majority-shareholder approval, files Articles of Dissolution, winds up under board responsibility, and then files Articles of Termination. Known- and other-claim procedures are optional, and dissolution may be revoked for a limited period before termination. A debt-free corporation with no immovable property may instead qualify for direct simplified termination if it has issued no shares or is not doing business.
At a glance
| Governing law, entity, and route scope | Louisiana Business Corporation Act, La. R.S. 12:1-101 et seq., chiefly Part 14; an ordinary domestic corporation uses Articles of Dissolution, continued winding up, and later Articles of Termination. Section 12:1-1401 is reserved, while § 12:1-1441 supplies a separate direct simplified-termination route (La. R.S. § 12:1-1401; § 12:1-1403; § 12:1-1440; § 12:1-1441) |
|---|---|
| Pre-share or pre-business simplified route | No model-act pre-share dissolution exists because § 12:1-1401 is reserved. Direct simplified termination instead requires all three facts: no debts, no immovable property, and either no issued shares or no business. If no shares, a majority of initial directors—or incorporators if none named—authorizes; if shares issued, use § 12:1-1402 or unanimous shareholder consent. The filing recites eligibility, authorization, and any net-asset distribution (La. R.S. § 12:1-1401; § 12:1-1441) |
| Board proposal, recommendation, and conditions | Board proposes dissolution and must recommend it unless conflict or special circumstances justify no recommendation and the basis is communicated. Shareholders then approve, and the board may condition submission on any basis. A board-authorized revocation may occur only if the original authorization reserved that route (La. R.S. § 12:1-1402; § 12:1-1404) |
| Shareholder notice, vote, consent, and groups | Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or a board condition requires more or voting groups, approval is at least a majority of votes entitled to be cast. Written action defaults to unanimous consent; articles may authorize meeting-equivalent consent, with a 60-day collection window and 10-day after-action notice to nonvoters/nonconsenters (La. R.S. § 12:1-704; § 12:1-705; § 12:1-1402) |
| Dissolution filing, signer, fee, and effect | Articles of Dissolution state name, authorization date, and shareholder-approval recital if applicable. Chair, president, another officer, pre-director incorporator, or court fiduciary signs and states capacity; dissolution, revocation, and termination articles require acknowledgment or authentic act. Printed delivery is allowed and electronic/online delivery only as SOS permits. Effect is on accepted receipt, stated same-day time, or a delayed time/date up to 90 days; dissolution occurs on the articles' effective date (La. R.S. § 12:1-120; § 12:1-123; § 12:1-1403) |
| Reports, tax clearance, and agency steps | No tax-clearance certificate or final report is listed as an attachment to dissolution or termination articles. Instead, SOS must notify Revenue, Environmental Quality, and the Employment Security Law administrator when dissolution articles are filed. Articles of Dissolution and simplified termination cost $95 since Oct. 1, 2026; ordinary later termination is not in that named list and falls under the $25 other-document charge (La. R.S. § 12:1-1403; § 49:222; 2026 Act 921) |
| Winding up, liabilities, and distributions | Dissolved corporation continues only to wind up: collect and dispose of assets, discharge or reasonably provide for liabilities, distribute the remainder by shareholder interests, and complete necessary acts; a business segment may continue temporarily for going-concern sale. The board is responsible and may distribute only after paying or reasonably providing for every obligation. Title, governance, shares, proceedings, and agent authority continue until termination (La. R.S. § 12:1-1405; § 12:1-1409) |
| Known, unknown, and contingent claims | Both procedures are optional. Known-claim notice gives at least 120 days to claim and at least 90 days after rejection to sue; it excludes contingent and later-event claims. One parish publication creates a three-year peremption period for all broader claims. A publishing corporation may seek court-set security, with notice within 10 days to recorded contingent claimants; shareholder exposure is capped at liquidation assets received and enforcement is perempted two years after distribution (La. R.S. § 12:1-1406; § 12:1-1407; § 12:1-1408; § 12:1-1409) |
| Revocation, termination, and survival | An unterminated corporation may revoke dissolution within 120 days by the original authorization method unless board-only revocation was reserved; file acknowledged Articles of Revocation, and effect relates back. After winding up, board or appointed liquidator files Articles of Termination reciting payment/provision and distribution; a liquidator attaches the court order. Termination ends juridical personality except for pending proceedings, undistributed assets, undischarged obligations, and specified property disposition. Eligible nonjudicial terminations may be reinstated within five years, distinct from revocation (La. R.S. § 12:1-1404; § 12:1-1440; § 12:1-1443; § 12:1-1444; § 12:1-1445) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or trade names. A Louisiana-authorized foreign corporation separately obtains a Certificate of Withdrawal after agency tax/charge clearances. Deadlock, insolvent-creditor claims, abandonment, oppression proceedings, receivership/liquidation, or court-supervised voluntary dissolution use judicial routes (La. R.S. § 12:312; § 12:1-1430) |
Requirements one by one
Authorization and simplified termination
The ordinary route has two public filings: Articles of Dissolution after authorization under La. R.S. § 12:1-1402, followed by Articles of Termination after winding up under § 12:1-1440. Under § 12:1-1441, a debt-free corporation with no immovable property can terminate directly only if it has issued no shares or is not doing business. The shareholder and incorporator approval routes differ according to whether shares were issued.
Filing and fees
Dissolution takes effect when the Articles of Dissolution become effective under §§ 12:1-123 and 12:1-1403. The Secretary of State then sends statutory notices to the revenue, environmental, and employment administrators. The filing fee is $95 for Articles of Dissolution or simplified termination, and $25 for ordinary later Articles of Termination under § 49:222(B)(1), as amended by 2026 Act 921.
Winding up and claims
The board remains responsible for winding up, and § 12:1-1409 permits a shareholder distribution only after liabilities are paid or reasonably provided for. Sections 12:1-1406 through -1408 offer optional procedures for known and other claims, including publication and a court-set security route.
What trips people up
A dissolution filing does not itself end the corporation. The board or liquidator files termination articles after winding up. Revocation is available within 120 days of dissolution's effective date while the corporation remains unterminated (§§ 12:1-1404 and 12:1-1440).
Common questions
Must every corporation publish creditor notice?
No. Section 12:1-1407 says a dissolved corporation may publish notice; it is an optional claims procedure.
Does termination erase an unpaid claim?
No. Section 12:1-1443 says termination does not extinguish claims or abate a pending proceeding.
Statutes and sources
The cited official Louisiana statutes and enrolled 2026 Act 921 appear with verbatim excerpts and URLs in the source record above.
Source links
Every statute quoted above, linked, with the date we checked it.
La. R.S. § 12:1-1401
· accessed 2026-10-02
La. R.S. § 12:1-1402
· accessed 2026-10-02
La. R.S. § 12:1-704
· accessed 2026-10-02
La. R.S. § 12:1-705
· accessed 2026-10-02
La. R.S. § 12:1-120
· accessed 2026-10-02
La. R.S. § 12:1-123
· accessed 2026-10-02
La. R.S. § 12:1-1403
· accessed 2026-10-02
La. R.S. § 12:1-1404
· accessed 2026-10-02
La. R.S. § 12:1-1405
· accessed 2026-10-02
La. R.S. § 12:1-1409
· accessed 2026-10-02
La. R.S. § 12:1-1406
· accessed 2026-10-02
La. R.S. § 12:1-1407
· accessed 2026-10-02
La. R.S. § 12:1-1408
· accessed 2026-10-02
La. R.S. § 12:1-1440
· accessed 2026-10-02
La. R.S. § 12:1-1441
· accessed 2026-10-02
La. R.S. § 12:1-1443
· accessed 2026-10-02
La. R.S. § 12:1-1444
· accessed 2026-10-02
La. R.S. § 12:1-1445
· accessed 2026-10-02
La. R.S. § 49:222(B)(1)
· accessed 2026-10-02
2026 La. Acts No. 921 (HB 908)
· accessed 2026-10-02
La. R.S. § 12:312
· accessed 2026-10-02
La. R.S. § 12:1-1430
· accessed 2026-10-02
This page is general legal information about consensually dissolving and closing an ordinary solvent domestic private for-profit corporation, not legal, tax, accounting, insolvency, creditor-rights, securities, licensing, or litigation advice. A board or shareholder vote may authorize dissolution without completing winding up or ending legal existence. Debts, known and contingent claims, reserves, distributions, annual reports, state tax clearance, forms, fees, filing methods, revocation, termination, and survival rules vary and can change. An accepted filing does not by itself close federal or state tax accounts, payroll, licenses, permits, bank accounts, contracts, titles, trademarks, assumed names, lawsuits, or foreign registrations. Nonprofit, professional, benefit, public, regulated, foreign, insolvent, merged, converted, administratively dissolved, judicially dissolved, receivership, bankruptcy, and disputed corporations may require different procedures. Verified against the cited official sources on the date shown; confirm current instructions with filing and revenue agencies and obtain licensed advice before distributing assets or relying on dissolution.
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