LLC Administrative Dissolution and Involuntary Termination in Louisiana
At a glance
| Law, agency and LLC scope | La. R.S. § 12:1308.2; Secretary of State revokes domestic LLC articles for repeated annual-report failure. |
|---|---|
| Grounds and trigger dates | Three consecutive missed annual reports trigger mandatory revocation; one overdue report makes LLC not in good standing (§§ 12:1308.1–.2(A), (E)). |
| Agency notice | Secretary must send written intent-to-revoke notice at least 30 days in advance by U.S. mail to last listed agent, or to LLC at registered office if none (§ 12:1308.2(B)). |
| Cure or response window | At least 30 days between mailed intent notice and revocation; statute gives no separate formal contest procedure (§ 12:1308.2(B)). |
| Action and effective date | Secretary shall revoke articles after three consecutive missing reports, following advance notice; § 12:1308.2 does not name a separate dissolution certificate. |
| Status, activity and service | Revocation preserves causes of action, proceedings against LLC property, and the LLC’s ability to sell its property (§ 12:1308.2(G)). |
| Special routes and effects | The domestic § 12:1308.2 route is annual-report revocation; its stated consequence before revocation is loss of good standing and a state-business restriction (§ 12:1308.2(E)). |
| Route back and limits | Within 3 years, file signed application, current report, and fee; certificate/articles retroactive (§ 12:1308.2(C)); $125 reinstatement-proceedings fee since Oct. 1, 2026 (Act 921). |
Requirements one by one
Report failure and advance notice
La. R.S. § 12:1308.1(A) makes the annual report due by the LLC's organization anniversary. Section 12:1308.2(A) directs the Secretary of State to revoke domestic articles only after three consecutive years without reports according to the Secretary's records. Under subsection (B), the Secretary must mail written intent notice at least 30 days before revocation to the last listed registered agent; if none is on record, the notice goes to the LLC at its registered office. That is an advance notice, not the revocation itself.
Effect and route back
Section 12:1308.2(E) calls an LLC with an overdue report "not in good standing" and bars commercial business operations with the state. Subsection (G) says revocation does not affect claims against the LLC or proceedings against its property and does not prevent the LLC from selling its property. Section 12:1334 separately lists dissolution events; the § 12:1308.2 action is revocation of articles, so an overdue report, revocation, and dissolution should not be treated as the same event.
Under § 12:1308.2(C), the LLC may file a member- or manager-signed reinstatement application, its current report, and the fee within three years after the effective revocation date. The Secretary then furnishes a certificate; the certificate and articles are retroactive, and the articles continue as though revocation had not occurred. The reinstatement-proceedings fee is now $125 under 2026 Act 921, §§ 1–2, effective October 1, 2026. The online compilation of § 49:222(B)(1)(c) still displays the earlier $100 amount; the enacted amendment supplies the current figure.
What trips people up
A first late report affects good standing and state business under § 12:1308.2(E). Revocation requires the separate three-consecutive-report condition and mailed intent notice in subsections (A)–(B).
Common questions
Where does the Secretary send the warning if no agent is listed? Section 12:1308.2(B) directs it to the LLC at its registered office.
Can the LLC sell property after revocation? Section 12:1308.2(G) expressly preserves that ability.
Statutes and sources
- La. R.S. § 12:1308.1 — “A. On or before the anniversary date of organization of each limited liability company” Official text (accessed 2026-10-02).
- La. R.S. § 12:1308.2 — “A. The secretary of state shall revoke the articles of organization of a domestic limited liability company if it fails to file an annual report for three consecutive years according to the records of the secretary of state.” Official text (accessed 2026-10-02).
- La. R.S. § 12:1334 — “Except as provided in the articles of organization or a written operating agreement, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:” Official text (accessed 2026-10-02).
- La. R.S. § 49:222 — “(c) One hundred dollars for filing and recording limited liability company articles of organization, amended articles of organization, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, merger proceedings, conversions, and certificates of correction.” Official text (accessed 2026-10-02).
- 2026 La. Acts No. 921, § 1 — “(c) One hundred twenty-five dollars for filing and recording limited liability company articles of organization, amended articles of organization, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, 11 merger proceedings, conversions, and certificates of correction.” Official text (accessed 2026-10-02).
- 2026 La. Acts No. 921, § 2 — “Section 2. This Act shall become effective on October 1, 2026.” Official text (accessed 2026-10-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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