Find out how you can go about dissolving an LLC in Louisiana.
Closing your Louisiana limited indebtedness company ( LLC ) will involve a variety show of tasks. Among the most crucial are what is known as dissolve and winding up the commercial enterprise .
Dissolving Your LLC
Your LLC is registered with the State of Louisiana. formally ending its being as a state-registered business entity, and putting it beyond the achieve of creditors and early claimants, begins with a dinner dress process called dissolution. While an LLC may be involuntarily dissolved through a woo decree, this article covers voluntary dissolving by the LLC members .
In rate to voluntarily dissolve your LLC, you first gear should look to the company ‘s formational documents—the articles of arrangement and operate agreement. In most cases, one of those two documents will contain a section with rules for how to dissolve the caller. typically the rules will require a right to vote of the LLC members on a resolution to dissolve and a prerequisite that some share of members vote in favor of the resoluteness. Make sure you follow any specific procedural requirements that may be function of the profligacy rules, such as setting a particular time to meet and vote and giving advance comment to all members regarding the meeting.
Reading: How to Dissolve an LLC in Louisiana
besides, unless your articles of administration or function agreement provide otherwise, Louisiana ‘s LLC Act allows for an option method acting to voluntarily dissolve an LLC : a majority right to vote of the LLC members .
For either approach to profligacy of your LLC—relying on rules in formational documents or majority penis vote—you should make certain to record the decisiveness to approve the dissolving in the official minutes of the dissolution meet or on a written consent form .
Articles of Dissolution
After dissolving your LLC and as you begin the work of winding up ( see below ), you may need to file articles of dissolution with the Secretary of State ( “ SOS ” ). The articles of dissolution will contain basic data about your dissolved LLC, including the postdate :
- the LLC’s name
- the filing date for the LLC’s articles of organization and of all amendments to the articles of organization
- the reason for filing the articles of dissolution (such as a majority vote of members); and
- the effective date of the articles of dissolution if other than the filing date.
The articles must be signed by one or more managers if your LLC is manager-managed, or by one or more members if your LLC is member-managed .
You may besides need to publish a comment of mandate of the dissolving stating that your LLC is to be liquidated out of court, at least once in a newspaper of general circulation in the parish where your LLC ‘s register office is located. A copy of the notice, with an attach affidavit from the publisher of the newspaper attesting to the fact of the publication, must be filed with the SOS .
There is no form available from the SOS for the articles of dissolution, no on-line statement of the fees involved for filing the articles, and no SOS template for the notice of authority. consequently, you should consult with a local anesthetic occupation lawyer to determine whether you need to file the articles of dissolution and publish the comment of authority, and, if you do need to file and publish, to assist you with drafting the documents .
Following dissolving, your LLC continues to exist for the purpose of taking worry of certain final matters that, jointly, are known as winding up the company. You may choose to designate one or more LLC members or managers to handle the winding up .
Compared to other states, Louisiana ‘s LLC Act contains little data about what ‘s involved in winding up. ( other states refer to activities such as collecting LLC assets and resolving legal and other disputes involving the caller ). Two tasks the Act does focus on are :
- payment of all LLC debts
and liabilities, including all costs and expenses of liquidation and
any and all contingent liabilities of which the members have knowledge;
- distributing remaining assets to LLC members.
When it comes to the second of these items, you are required to make distributions in a particular order. First, unless otherwise provided in your formational documents, you must pay any “ interim distributions ” due to members, a well as any distributions due to members who have withdrawn from the company. ( interim distributions broadly are approved payments to LLC members occurring prior to and separate from profligacy. ) then, unless otherwise provided in your formational documents, you must distribute any remaining assets to members and former members ( a ) for the revert of their das kapital contributions to the LLC ; and then ( b ) respecting their membership interests, in the proportions in which the members generally contribution in distributions .
Notice to Creditors and Other Claimants
One other identify task covered by the LLC Act is giving comment to creditors and other claimants of your LLC ‘s dissolving. Giving comment helps limit your liability and besides allows you to more safely make final distributions to members. In any case, unlike early states, giving notice appears to be a necessity under Louisiana law.
The details of Louisiana ‘s rules for giving notice are complicated. For know creditors and sealed early known persons believed to have valid claims against the LLC, you are required to give poster by registered or certify mail. You are besides required to publish a notice for two consecutive weeks in a newspaper of general circulation in the parish where the LLC ‘s cross-file function is located. The notices must call on the addressees to present their claims in writing and in detail, at a stipulate seat and by a specified date not less than six months after the notice was mailed .
Because the notice rules are complicated, you are should have a commercial enterprise lawyer assist you with this undertaking .
Affidavit of Dissolution
After your LLC has been wholly liquidated, you must file an affidavit of profligacy with the SOS. The SOS has an affidavit form available for download. To complete the form, you will need to provide :
- the name of your LLC
- the county or parish where your LLC is registered; and
- the signatures of all LLC members.
note that the SOS ‘s affidavit form includes a instruction that your LLC “ is no longer doing business, owes no debts and is dissolved by filing ” the affidavit. You will need to have the affidavit notarized .
There is a $ 75 tip to file the affidavit. Your filing normally will be processed within 1 week. You can pay an extra fee for expedite process .
After the SOS receives your affidavit they will confirms that all fees, charges, taxes, unemployment recompense contributions, penalties, and interest have been paid as required by law. then they will record the affidavit and issue a certificate of profligacy. Your LLC will cease to individually exist on the date given on the certificate. ( Pending legal actions or lawsuits involving your LLC continue after the cessation of separate universe, and in some cases new lawsuits can be brought against your LLC. )
Your business list will become available for manipulation by others after the SOS issues the security of dissolution.
Louisiana does not require that you obtain tax headroom before dissolving your LLC .
For federal tax purposes, check the “ final return ” corner on your IRS form 1065 ( if your LLC is classified as a partnership for tax purposes ) or IRS Form 1120 ( if your LLC is classified as a pot for tax purposes ) .
Is your LLC registered or qualified to do business in other states ? If so, you must file separate forms to terminate your justly to conduct business in those states. Depending on the states involved, the form might be called a termination of registration, security of ending of being, application of withdrawal, or certificate of resignation of right to transact business. bankruptcy to file the extra ending forms means you ‘ll continue to be liable for annual report fees and minimum business taxes.
You can find extra information, such as certain mailing addresses and filing fees, on the SOS web site .
For information on dissolve and winding up LLCs formed in other states, check Nolo ‘s 50-state series on dissolving LLCs .
Final Advice: Dissolving and winding up your LLC is only one piece of the process of closing your occupation. For far, general guidance on many of the early steps involved, check Nolo ‘s 20-point checklist for closing a business and the Nolo article on what you need to know about closing a business .