Frequently Asked Questions
How does a Louisiana corporation dissolve its charter?
Domestic corporations, those that were formed in the state of Louisiana, wishing to dissolve their charter must file dissolution papers with the Louisiana Secretary of State’s office. A corporation can choose to dissolve by two different methods: by filing a notarized affidavit of dissolution with the Louisiana Secretary of State, or by filing an application to dissolve, referred to as a long form dissolution. In the case of dissolution by a notarized affidavit, the affidavit must state that the shareholders have agreed to dissolve the corporation, that no outstanding debt is owed by the corporation, and that the corporation does not own any immovable property. A clearance is not issued by the Secretary of State for these types of dissolutions.
When filing the application for the long form dissolution, the application is sent to the Louisiana Secretary of State’s office. The Louisiana Secretary of State’s office sends notification to the Louisiana Department of Revenue, the Louisiana Workforce Commission’s Department of Employment Security, and in certain cases to the Louisiana Department of Environmental Quality, to inform the agencies that the corporation wishes to dissolve its charter. Each agency reviews the corporation’s file to determine if any unresolved issues exist on the account. If no unresolved issues exist, each agency sends to the Louisiana Secretary of State notification that the corporation’s account is clear. The Louisiana Secretary of State issues a formal clearance to the corporation and notifies it that its charter is dissolved.