Louisiana Affidavit of Dissolution
About this form
The Affidavit of Dissolution is a legal document used to officially dissolve a corporation in Louisiana, as per La. R.S. 12:142.1. This form is necessary when a corporation is no longer conducting business and has no outstanding obligations. By using this affidavit, shareholders can end the existence of their corporation while remaining personally liable for any existing debts or claims that arise post-dissolution. This form differs from other dissolution methods by allowing a simplified process, requiring signatures from all shareholders, or from the incorporators if no shares have been issued.
What’s included in this form
- Identification of the corporation name and incorporation date.
- Declaration that the corporation is not conducting business and has no debts.
- Signatures of all shareholders or incorporators, affirming their agreement.
- Notary acknowledgment to validate the affidavit.
- Request for the Secretary of State to issue a certificate of dissolution.
When this form is needed
This form should be used when a corporation in Louisiana needs to formally dissolve itself. Situations may include the business ceasing operations, shareholders deciding to terminate the business, or a corporation without any financial liabilities seeking to end its existence. It is crucial to use this form when the corporation is no longer conducting business and has paid off all its obligations to avoid future liabilities.
Intended users of this form
- Shareholders of a corporation in Louisiana who wish to dissolve the entity.
- Incorporators who have not issued shares and need to close the corporation.
- Business owners seeking a straightforward method to terminate their corporation's existence when there are no outstanding debts.
Instructions for completing this form
- Enter the name of the corporation and its incorporation date at the beginning of the affidavit.
- Verify that the corporation is not currently doing business and has no outstanding debts.
- Have all shareholders or incorporators sign the affidavit in the presence of a notary.
- Include the date and parish where the affidavit is being executed.
- Request a certificate of dissolution from the Secretary of State by stating that you wish to take advantage of the dissolution by affidavit.
Notarization guidance
Yes, this form must be notarized to be legally valid. Having a notary public witness the signing of the affidavit ensures authenticity and can facilitate the processing of the dissolution. US Legal Forms provides integrated online notarization services, available 24/7, ensuring a secure and efficient experience without needing to travel.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to ensure that the corporation is not engaged in any business activities before filing.
- Not obtaining signatures from all shareholders, which is mandatory.
- Overlooking the need for notarization, which validates the affidavit.
- Neglecting to address outstanding debts or claims, which can lead to personal liability for shareholders.
Advantages of online completion
- Convenience of downloading and completing the form at your own pace.
- Ability to easily edit the form fields to accurately reflect your corporation's details.
- Access to attorney-drafted templates ensures legal compliance and correctness.
- Quick access to state-specific requirements, aiding in accurate completion.
Main things to remember
- The Affidavit of Dissolution is essential for closing a corporation legally in Louisiana.
- Shareholder signatures are mandatory for valid execution of the affidavit.
- Notarization is required to validate the document.
- Using this form can simplify the dissolution process while maintaining legal compliance.
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FAQ
Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formationusually the secretary of state.
File Affidavit to Dissolve with the state To close your LLC in Louisiana, you have to submit by mail or in person a notarized Affidavit to Dissolve Limited Liability Company along with the filing fee. Alternatively, your company may also file online through the website of the Secretary of State.
You must file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock.
During the winding-up phase, LLC members may not be entitled to receive any LLC property and the property would remain in the LLC's possession. Wrongfully transferring property to a member without first ensuring the creditors have been paid and other obligations met may create legal trouble for the business.
In Louisiana, you must file an Affadavit to Dissolve Limited Liability Company with the Secretary of State. The state will then send you a Certificate of Dissolution. Louisiana requires business owners to submit their Certificate of Dissolution by mail, fax, in person, or online.
File Articles of Dissolution with the state. Visit an online legal document creation service such as Legal Docs.com or Legal Zoom.com and write the LLC's Articles of Dissolution. These documents are necessary to legally separate each LLC member from the entity.
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.
