How to dissolve a corporation in Louisiana

What does it cost to dissolve a corporation in Louisiana?

Two numbers drive the cost of a Louisiana dissolution. The first is the Louisiana Secretary of State filing fee for the dissolution, commonly in the range of about $75, though the state adjusts its schedule and offers expedite options, so treat that as an estimate and confirm the current figure. The second is our service fee if you would rather not deal with it: $99 for a corporation that never really traded and $399 for one that operated and needs its IRS and state tax accounts closed, with the state fee passing through at cost.

The cost that catches people out is the ongoing obligations. Every active Louisiana corporation owes an annual report to the Secretary of State and is subject to the state's corporate income and franchise tax through the Department of Revenue, and those keep accruing until the entity is formally dissolved. Because Louisiana layers a tax-clearance expectation on top, leaving the tax side unresolved can also stall the dissolution. Dissolving deliberately is how you close everything cleanly.

Fees and form names change, and corporation fees can differ from LLC fees in the same state; we confirm the exact current figure with the Secretary of State before filing. See a fuller breakdown of what dissolution costs by state.

How do you dissolve a Louisiana corporation, step by step?

The order matters more than any single step, and Louisiana's tax-clearance expectation makes sequence especially important. Here is the path that avoids the expensive mistakes:

1. Board resolution to dissolve. The board of directors formally recommends dissolution and adopts a plan of liquidation, recorded in a resolution.
2. Shareholder approval. The shareholders vote to approve, recorded in the minutes or a written consent. This two-step approval is the corporation's signature requirement.
3. Get square with the Department of Revenue. Request tax clearance, file final Louisiana income and franchise tax returns, and settle any balance.
4. File dissolution through geauxBIZ. Submit the dissolution paperwork to the Louisiana Secretary of State with the filing fee.
5. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, due within 30 days of adopting the resolution or plan.
6. Wind up and close the IRS account. Notify creditors, settle debts, distribute remaining assets, mark the final federal return final, and close the IRS business account tied to your EIN.
7. Cancel everything else. Local occupational licenses, sales-tax accounts, DBAs, foreign registrations in other states, and the registered agent.

How do the board and shareholders approve dissolution?

This is the step that most distinguishes closing a corporation from closing an LLC, and it is the legal foundation for everything after it. First, the board of directors adopts a resolution recommending that the corporation be dissolved, usually together with a plan of liquidation describing how the company's assets will be handled. Second, the shareholders vote to approve, in most cases a majority of the outstanding shares, though the articles or bylaws can set a higher threshold.

Whichever route you take, record both the board resolution and the shareholder approval in writing. The minutes or written consents are what prove the dissolution was authorized. Even if you are the sole director and sole shareholder, both steps still apply, you adopt the board resolution and sign the shareholder consent, both on paper. It feels like a formality when it is one person, but that written record is exactly what keeps the dissolution clean and unchallengeable later.

Which document do you file, and where?

Louisiana corporations file their dissolution with the Louisiana Secretary of Statemost commonly through the state's geauxBIZ online portal. Depending on the corporation's situation, this may take the form of Articles of Dissolution or an affidavit-based dissolution where all shareholders consent and the corporation has no remaining debts. Because Louisiana updates its forms and portal, confirm the current version and the exact fee at filing time rather than relying on an older PDF.

The dissolution filing is what tells the state the corporation is ending, paired with the state's filing fee. This is a different track from an LLC, which files its own dissolution paperwork, see how the state handles the entity you actually have on dissolving a Louisiana LLCand how the generic document compares on the corporation guide.

Tax clearance from the Department of Revenue

Louisiana expects a dissolving corporation to be square with the Department of Revenueand the state uses a tax-clearance process for corporate dissolutions. In practice you request clearance, file your final Louisiana corporate income and franchise tax returns marked final, and settle any balance so the corporation can complete dissolution without a state tax account left open. Because the clearance mechanics and timing can change, confirm the current requirement and how to request it with the Department of Revenue before filing.

Plan for this to add time. A clearance step means the state is waiting on a tax authority to confirm the corporation is current, and that confirmation does not always arrive quickly. Starting the request early, alongside preparing the dissolution paperwork, is how you keep the overall closure moving rather than stalling at the filing stage. If your Louisiana corporation was already administratively dissolved for missed reports, you can still complete a proper wind-up, see administrative dissolution.

Form 966 and final returns

Two federal steps sit on top of the state filing. First, IRS Form 966“Corporate Dissolution or Liquidation,” is filed with the IRS within 30 days after the resolution or plan to dissolve is adopted. It reports the decision to dissolve and the plan of liquidation. Because the 30-day clock runs from the approval, not from your state filing, it is easy to file with Louisiana, feel finished, and forget Form 966 entirely. Do not skip it.

Second, the corporation files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus any final employment tax returns if it had employees. Checking the “final” markers is what tells the IRS to stop expecting returns. We cover both alongside the other federal steps on the final tax return page. Handle winding-up in the right order: creditors before shareholders, and if the corporation is insolvent or facing contested claims, that is the point to bring in an attorney, see dissolving with debts.

How long does it take in Louisiana?

The paperwork itself is quick, a day or two to prepare the board and shareholder approvals and the dissolution document. The variable is the Department of Revenue clearance step, which stretches the overall timeline, plus the independent federal clock for Form 966 and the IRS account closure.

Processing and clearance times vary; we confirm the realistic current window before filing. See how long dissolution takes.

What about your EIN and the IRS account?

Filing the dissolution closes the Louisiana entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and is never reassigned to another business, so what you actually do is close the IRS business account behind it, with a short letter giving the corporation's exact legal name, EIN, address and reason. The IRS will not close that account while any final returns are outstanding, and the Louisiana filing gives the IRS no signal at all.

Rather have your Louisiana corporation closed properly?

Closing a Louisiana corporation the right way means the board and shareholder approvals are recorded, the Department of Revenue is squared away, the dissolution is filed correctly through geauxBIZ, Form 966 lands inside its 30-day window, and the IRS account is closed, nothing left open. That is the whole job. If you are not sure whether your corporation needs Complete Closure or something lighter, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a corporation in Louisiana, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.