Nonprofit Corporation Voluntary Dissolution Filing Requirements in Louisiana

At a glance

Requirements one by one

The ordinary two-stage filing

Under § 12:250(C), the out-of-court liquidator’s appointment is not operative until both publication and filing steps are satisfied. The published notice identifies authorization, out-of-court liquidation, and each liquidator’s name and postal address. File that notice with the publisher’s affidavit and the officer’s acknowledged authorization certificate. A Secretary-certified copy of the certificate is then recorded with the parish recorder of mortgages under subsection (D). Section 12:249 transfers the board’s and officers’ powers to the liquidator when the proceeding takes effect, with the stated preservation and reversal exceptions.

Section 12:256 requires complete liquidation before the later certificate or, for a supervised proceeding, court order. File it with the Secretary. The statute requires payment of fees, charges, taxes, unemployment contributions, penalties and interest, evidenced by certificates of the revenue secretary and employment-security administrator. The Secretary’s dissolution certificate is effective as of the filing date stated in it; record its certified copy in the parish of the last registered office.

Member consent and notice

Section 12:233 permits written consent signed by all members with voting power on the question. Keep it with a secretary’s certificate confirming those signers are all members entitled to vote. Section 12:230 supplies the ordinary meeting notice and waiver rules, while § 12:250 requires the meeting notice to identify proposed dissolution.

Reversing the ordinary proceeding

Section 12:257 allows reversal only before corporate existence ceases. The liquidator or board calls a special meeting identifying reversal as a purpose. The same affirmative member vote used to commence dissolution authorizes it. File the acknowledged officer certificate with the Secretary and parish recorder, and with the court if supervised. Publish reversal notice at least once in the principal-office parish. On effective filing, the liquidator’s powers revert to directors, officers and members.

What trips people up

• The affidavit shortcut shifts liability. Section 12:250.1 makes shareholders, or the incorporator when no shares were issued, personally liable for debts or claims in proportion to share ownership. Reinstatement from this route requires a court order.
• The special meeting exception has its own prerequisites. Sections 12:250(H) and :250.1(C) permit majority member authorization when members meet and act under §§ 12:230(C), :231(3) and :237(H). These provisions address lost or destroyed records or similar notice exigency and the specified adjourned meeting after failure of quorum. They do not replace the ordinary two-thirds rule for every meeting.
• Act 921 now sets the fee. Section 49:222(B)(2)(a), as amended effective October 1, 2026, charges $95 for dissolution and termination-of-dissolution proceedings. The Secretary of State’s current fee schedule also lists $95 for a nonprofit affidavit to dissolve. The act sets $25 for issuing another certificate under the Nonprofit Corporation Law.
• The asset boundary depends on corporate purpose. Section 12:249(B) ordinarily directs religious, charitable and trust corporations’ net assets to a public or private corporation, association or agency with similar purposes, subject to an express alternative in the original articles. Section 12:237(G) bars changing a corporation from one prohibited from member distributions to one permitted to make them.

Common questions

Must an out-of-court liquidator be a director?

No. Section 12:252 says a liquidator may, but need not, be a member, director or officer.

What if property was omitted from liquidation?

Section 12:256(D) vests it in the liquidator for the persons entitled to it. Subsection (E) preserves the liquidator’s power to protect corporate, creditor and member interests after corporate existence ceases.

Statutes and sources

• La. R.S. § 12:249: “§249. Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court. B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution. C. A proceeding for dissolution takes effect: (1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or (2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court. D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.” Official source (accessed 2026-10-02).
• La. R.S. § 12:250: “§250. Voluntary proceedings for dissolution; authorization; appointment of liquidators A. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be given only by two-thirds in interest of the voting members present, or by such larger vote (including the approval of members of other classes or series) as the articles may require, at an annual or special meeting the notice of which set forth consideration of the proposed dissolution as a purpose of the meeting. B. If the corporation is not permitted to distribute its net assets to its members, the resolution authorizing dissolution must provide for the disposition of any net assets. C. The members or incorporators authorizing the dissolution may authorize liquidation of the affairs of the corporation out of court, by appointment of one or more liquidators to conduct the liquidation, but the appointment shall not be operative until: (1) Notice of authorization of the dissolution, stating that the corporation is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the corporation's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state; and (2) A certificate that the dissolution has been authorized in accordance with this Section, setting forth the manner of such authorization, has been signed by an officer of the corporation, acknowledged by the officer who signed it, and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him. The secretary of state may prescribe and furnish forms for the certificate. D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation has its registered office. E. If the members or incorporators do not authorize conduct of the liquidation out of court, the corporation shall file a petition with the court, praying that the corporation be liquidated and dissolved under the supervision of the court, whereupon the court shall appoint a liquidator or liquidators, upon such conditions as to bond and compensation as it may deem proper. Thereafter the liquidation proceedings shall be conducted under the supervision and orders of the court. F. When a corporation is being liquidated out of court, the liquidator appointed by the members may at any stage of the proceeding apply to the court to have the proceeding conducted under its supervision. On application by members holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding conducted under its supervision. Upon such application by the liquidator, or the entry of such order, the court shall confirm the appointment of the liquidator, and thereafter the proceeding shall continue as if originally instituted subject to the supervision of the court; but in such event the court shall require such bond of the liquidator as may have been required by the members, or upon the application of any creditor or of members holding not less than twenty-five per cent of the total voting power, the court may require the liquidator to furnish bond in such sum as the court may direct. G. Nothing contained in this Section shall interfere with a compromise arrangement or reorganization pursuant to R.S. 12:260. H. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.” Official source (accessed 2026-10-02).
• La. R.S. § 12:250.1: “§250.1. Dissolution by affidavit A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation. (2) The secretary of state may prescribe and furnish forms for the affidavit. B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation. C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.” Official source (accessed 2026-10-02).
• La. R.S. § 12:252: “§252. Qualifications of liquidator; filling vacancies in the office of liquidator A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other business associate of any judge, or of the spouse of any judge, of the court, or (2) a person who is, or within twelve months next preceding such appointment has been, with regard to the court, a district attorney, assistant district attorney, clerk of court, deputy clerk of court, sheriff, deputy sheriff, bailiff, crier, minute clerk, reporter, stenographer or other court attache or other employee. B. Unless otherwise provided by the members or incorporators, a vacancy occurring by death, resignation or otherwise in the office of liquidator, when the proceeding is not subject to the supervision of the court, may be filled by the members or incorporators. At any meeting of members called for this purpose, those present or represented by proxy thereat shall constitute a quorum. In case of a proceeding under the supervision of the court, the vacancy shall be filled by the court.” Official source (accessed 2026-10-02).
• La. R.S. § 12:253: “§253. Dissolution proceedings out of court; procedure; powers of liquidator A. Once dissolution has been authorized, all other actions of members in connection therewith, including, without limitation of the generality of this provision, determination whether the corporation is to be liquidated out of court, appointment of liquidators, and fixing the bond, compensation, duties and powers of, and prescribing the manner of filling vacancies among, the liquidators, may be taken by vote of a majority in interest of the voting members present. B. If the liquidation is to be out of court, the members or incorporators authorizing the dissolution may, and if demanded by twenty-five per cent or more of the total voting power shall, require bond to be given by the liquidator for the faithful performance of his duties. The members or incorporators may also fix the compensation, if any, to be paid to the liquidator, prescribe the manner of filling any vacancy in the office of liquidator, and generally define and regulate the rights, duties and actions of the liquidator in the liquidation of the corporation. C. Except as may otherwise be provided by the members or incorporators authorizing the dissolution, the liquidator shall be vested with full authority: (1) To demand, collect, sue for and recover, in the name of the corporation, the debts and property of the corporation, and he may be sued in the same manner; (2) To compromise, compound and settle claims of or against, and to grant acquittance for claims of, the corporation, on such terms and conditions as to the liquidator shall seem best; (3) To sell and convey, either in whole or in part, at public or private sale, the property of the corporation, movable or immovable, on such terms and conditions as to the liquidator shall seem best, either for cash or for securities to be distributed to the shareholders; (4) To make leases (including mineral leases) of the corporation's property for such terms and consideration and with such other provisions as to the liquidator shall seem best; (5) To collect the whole, or so much as may be necessary and just, of any amounts remaining unpaid on subscriptions to shares; (6) To continue temporarily the activities of the corporation, when it is necessary for the purpose of properly and economically liquidating the affairs of the corporation; (7) To pay all debts and liabilities of the corporation according to their respective priorities; (8) To open and close bank accounts; (9) To vote shares of stock, and transfer securities; (10) To retain counsel and auditors; (11) To fix advance record dates, as provided in R.S. 12:234; (12) To file federal, state and local tax and information returns; (13) To make arrangements for separation of employees; (14) To procure insurance of any kind; (15) To examine on oath, to be administered by him, any person concerning any matter pertaining to or affecting the liquidation; and (16) In general, to do any and all things which may be necessary, proper or convenient for the purpose of liquidating the corporation. D. The liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public. E. Any net assets remaining, after paying all debts and liabilities of the corporation, including all costs and expenses of the liquidation, shall be distributed by the liquidator either to the members according to their respective rights and preferences, if the corporation is permitted to distribute assets to its members, or otherwise, pursuant to the certificate or order of dissolution. The share of any member who cannot be found shall be delivered to the administrator of the Uniform Unclaimed Property Act of 1997. F. In the performance of his duties, each liquidator shall be bound to exercise that care and prudence in the listing, custody, possession, control and disposition of the property and moneys of the corporation coming into his hands, and in the proper accounting therefor, and distribution thereof, as by law is imposed upon fiduciaries. G. Nothing contained in this section shall be construed to interfere with a compromise, arrangement or reorganization pursuant to R.S. 12:260.” Official source (accessed 2026-10-02).
• La. R.S. § 12:256: “§256. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings A. When a corporation has been liquidated completely: (1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be dissolved. (2) If the proceeding is out of court, the liquidator shall sign and acknowledge a certificate stating that the corporation has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for the certificate. (3) If the corporation is not permitted to distribute its net assets to its members, the certificate or order shall state the disposition of any net assets. The certificate or order shall be in accordance with the provisions of the resolution or written consent of dissolution, if the dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the certificate or order shall comply with the order of court. B. The order or the certificate of the liquidator shall be filed with the secretary of state, who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law, shall record the same in his office and shall issue a certificate of dissolution of the corporation effective as of the date, which shall be stated therein, of filing of the order or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages in the parish in which the corporation had its last registered office. C. Upon issuance of the certificate of dissolution, the corporate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the corporation. D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall be distributed accordingly. E. Following cessation of the corporate existence, the liquidator shall still have power to take all action required to preserve the interests of the corporation, its creditors and members; and the court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a new liquidator for any proper purpose in case of the death, disability or unwillingness to serve of the last previous liquidator.” Official source (accessed 2026-10-02).
• La. R.S. § 12:257: “§257. Termination of proceedings for dissolution A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section. B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them. (2) The secretary of state may prescribe and furnish forms for the certificate. (3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court. C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members. D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.” Official source (accessed 2026-10-02).
• La. R.S. § 12:230: “§230. Notice of meetings of members A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law; and any action or meeting taken or held without notice to any such member shall have the same force and effect as if notice had been given to him as otherwise required. B. Adjournments of any annual or special meeting of members may be taken without new notice being given, unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors have been elected. C. In the event there occurs the accidental destruction or accidental loss of corporate records, or other similar exigency, if the corporation is unable to give notice of a meeting to its members at their last known addresses, notice shall be given by advertisement at least thirty days prior to the meeting and again twice within thirty days of the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there exists such a paper, or published for four consecutive weeks prior to the meeting in a weekly paper published in the parish in which the corporation is domiciled. In the absence of a daily or weekly paper, notice shall be given by the posting of the notice in the principal meeting place of the corporation, or at the parish courthouse door in the absence of such a meeting place.” Official source (accessed 2026-10-02).
• La. R.S. § 12:231: “§231. Quorum of members A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply: (1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum. (2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote. (3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary.” Official source (accessed 2026-10-02).
• La. R.S. § 12:233: “§233. Unanimous consent A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members. B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.” Official source (accessed 2026-10-02).
• La. R.S. § 12:266: “§266. Scope of Chapter This Chapter does not apply to: (1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration; (2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3; (3) Any corporation transacting any type of insurance business; or (4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.” Official source (accessed 2026-10-02).
• La. R.S. § 12:237: “G. No amendment shall be made by any method which changes the corporation from one which is not permitted to distribute its net assets to its members on dissolution to one which is permitted to distribute its net assets to its members on dissolution. H. Notwithstanding any other provision of this Section or Chapter to the contrary, the members of a corporation present at any meeting for which notice is given pursuant to R.S. 12:230(C) and at which a quorum is established pursuant to R.S. 12:231(3) shall have full authority to amend the articles of the corporation and transact any business of the corporation, including authorizing and initiating a dissolution of the corporation pursuant to R.S. 12:249 through 250.1.” Official source (accessed 2026-10-02).
• La. R.S. § 49:222(B)(2)(a)–(b): “Ninety-five dollars for filing and recording articles of incorporation, amended articles of incorporation, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, merger proceedings, conversions, and certificates of correction. Twenty-five dollars for issuing and sealing any other certificate required or permitted by the Nonprofit Corporation Law, R.S. 12:201 et seq. Section 2. This Act shall become effective on October 1, 2026.” Official source (accessed 2026-10-02).
• 2026 La. Act 921, §§ 1–2: “Ninety-five dollars for filing and recording articles of incorporation, amended articles of incorporation, dissolution proceedings, termination of dissolution proceedings, reinstatement proceedings, merger proceedings, conversions, and certificates of correction. Twenty-five dollars for issuing and sealing any other certificate required or permitted by the Nonprofit Corporation Law, R.S. 12:201 et seq. Section 2. This Act shall become effective on October 1, 2026.” Official source (accessed 2026-10-02).
• Louisiana Secretary of State, 2026 fee schedule: “Effective 10/1/26 Affidavit to Dissolve-Louisiana Nonprofit $95 Amended Articles, Mergers, Dissolutions, Certificate of Correction $95” Official source (accessed 2026-10-02).