Question 1

Do I need a notary to file articles of dissolution in Louisiana?

Accepted Answer

On paper, yes. Louisiana Revised Statutes Section 12:1-120(H) provides that sixteen listed corporate documents shall be acknowledged by one of the persons who signs the document or instead shall be executed by authentic act, and articles of dissolution are item (11) on that list. Articles of termination are item (13). This is a genuine Louisiana difference, since most states take a dissolution filing on a plain signature or a penalty-of-perjury declaration. The Secretary of State's own form 1441 shows what it looks like in practice: a notarial appearance clause, a jurat reading sworn to and subscribed before me, and a line for the notary signature, printed name and notary or bar roll number, which the form notes Louisiana law requires. One route avoids it entirely. Section 12:1701(C)(2) provides that any requirement that an instrument be subscribed or acknowledged before a notary public may be dispensed with if the instrument is filed and signed electronically by a person authorized to sign it.

Question 2

How do I prepare Louisiana articles of dissolution when the state publishes no form?

Accepted Answer

You draft to the statute. Section 12:1-121(A) only lets the Secretary of State make forms mandatory for four documents, an application for a certificate of existence and standing, a foreign corporation's application for authority, a foreign corporation's application for withdrawal, and the annual report. Dissolution is not among them, and the published forms catalog contains no document titled articles of dissolution. Section 12:1-1403(A) supplies the content instead: the name of the corporation, the date dissolution was authorized, and if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by the Act and by the articles of incorporation. Section 12:1-120 adds the mechanics, including that the document be typewritten or printed, in English, signed by the chairman of the board, the president or another officer, and that the signer state their name and capacity beneath or opposite the signature.

Question 3

Does the Louisiana Department of Revenue have to clear the dissolution first?

Accepted Answer

Not for the filing. The Secretary of State takes articles of dissolution on the three Section 12:1-1403(A) items and nothing else, and Section 12:1-125(D) states that the filing duty is ministerial and that filing or refusing to file does not relate to the correctness of the information in the document. Reading the dissolution and termination subparts plus the filing-requirement subpart end to end returns zero occurrences of clearance, tax clearance or certificate of account status, and the Secretary of State's forms catalog and business FAQ return zero as well. What the statute does provide is notification after the fact: Section 12:1-1403(D) directs the Secretary of State to deliver notice of the filing to the secretary of the Department of Revenue, the secretary of the Department of Environmental Quality and the administrator of the Louisiana Employment Security Law. Settling the tax accounts is a separate job with a separate consequence, described in the next answer.

Question 4

Who pays if a Louisiana corporation liquidates before its taxes are settled?

Accepted Answer

They can end up paying personally. Revised Statutes Section 47:1672(C) provides that if the assets of a corporation are disposed of through liquidation by the officers or directors without clearance from the collector of revenue of all unpaid taxes first being obtained, those officers or directors who disposed of the assets are personally liable, in solido, for the full amount of the taxes and any penalty and interest due. In solido means each of them can be pursued for the whole amount. Subsection B imposes a parallel duty on a liquidator, who must immediately ascertain the taxes owed and is personally responsible for them otherwise. So Louisiana has moved the tax gate off the filing counter and onto the people doing the winding up, which is why the order of operations matters more here than the paperwork does. The statute names no form and prescribes no application route for that clearance, so ask the Department of Revenue directly.

Question 5

Who has to approve dissolving a Louisiana corporation, and by what margin?

Accepted Answer

The board starts it and the shareholders decide it. Under Section 12:1-1402(A) the board of directors may propose dissolution for submission to the shareholders, and under Section 12:1-1402(B) the proposal is adopted only if the board recommends dissolution, unless conflict of interest or other special circumstances lead it to make no recommendation and communicate why, and the shareholders entitled to vote approve. The threshold in Section 12:1-1402(E) is the approval of at least a majority of the votes entitled to be cast, unless the articles of incorporation or the board acting under Subsection C require a greater vote or a vote by voting groups. Note two procedural traps. Section 12:1-1402(D) requires notice to each shareholder whether or not entitled to vote, and that notice must state that considering dissolution is a purpose of the meeting.

Question 6

Is creditor notice required when a Louisiana corporation dissolves?

Accepted Answer

No, both routes are permissive, and the reason to use one anyway is director protection. Section 12:1-1406(A) says a dissolved corporation may dispose of known claims by notifying known claimants in writing after the effective date, with a deadline that may not be fewer than 120 days from the effective date of that notice and a statement that the claim will be extinguished by peremption if it arrives late; a claimant whose claim is rejected gets not fewer than 90 days to sue. Section 12:1-1407(A) adds an optional notice published one time in a newspaper of general circulation in the parish of the principal or last registered office, which perempts any claim not sued on within three years. Skip both and Section 12:1-1407(D) leaves claims enforceable against undistributed assets and against shareholders up to what each received, perempted only two years after the distribution. Section 12:1-1409(B) shields directors only where claims were disposed of this way.

Question 7

When can a Louisiana corporation use form 1441 instead of two filings?

Accepted Answer

When it is genuinely empty. Section 12:1-1441(A) opens the simplified route only to a corporation that owes no debts, owns no immovable property, and has either not issued shares or is not doing business. Authorization depends on which: a majority of the initial directors, or of the incorporators if no initial directors are named, where no shares were issued, otherwise a Section 12:1-1402 vote or the unanimous written consent of the shareholders. Form 1441, Simplified Articles of Termination, carries the recitals from Section 12:1-1441(C), is signed by the chairman of the board, the president or another officer, is sworn before a notary, and costs $95. Its instruction sheet says you will receive a Certificate of Termination to keep in the company records, with no parish recording step. Note that form 339, Affidavit to Dissolve Corporation, is the nonprofit route under Section 12:250.1 and is not available here.

Question 8

Does Louisiana franchise tax keep accruing while a dissolution sits unfiled?

Accepted Answer

Not any more, and this is recent. Revised Statutes Section 47:601, the section that imposed the Louisiana corporation franchise tax, was repealed by Acts 2024, Third Extraordinary Session, No. 6, Section 3, effective January 1, 2026, and Sections 47:601.1, 47:602, 47:609 and 47:611 went with it. So the usual pressure, a per-year tax running until the paperwork lands, does not operate in Louisiana for periods from that date. Corporation income tax under Section 47:287.11 is untouched and still applies. Two clocks do still matter. Section 12:1-1404(A) gives a corporation that has not been terminated 120 days from the effective date to revoke its dissolution. And Section 12:1-1442 lets the Secretary of State terminate a corporation administratively after ninety consecutive days without a registered agent and office or without a filed annual report, on thirty days notice, which is a different thing from the voluntary route described here.

Louisiana Articles of Dissolution

Find out where you stand in Louisiana

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Louisiana Requirements for Articles of Dissolution

Acknowledged by a Signer or Executed by Authentic Act

No Revenue Clearance Attaches to the Filing

The Secretary of State Notifies Three Agencies After Filing

Personal In Solido Liability for Liquidating Without Clearance

Filing Fee $95 Under the Schedule Effective 1 October 2026

Majority of the Votes Entitled to Be Cast, After a Board Recommendation

Optional Claimant Notice, 120 Days and a Three Year Peremption

Articles of Termination Are the Filing That Ends the Corporation

Frequently Asked Questions