LA Rev Stat Dissolution

Corporate Dissolution (By Affidavit) - Louisiana

STATUTORY REFERENCE

LOUISIANA REVISED STATUTES, §§ 12:142.1 and 12:250.1

INTRODUCTORY NOTES AND LAW SUMMARY

In Louisiana, there are extensive statutory provisions addressing corporate dissolution. However, the quickest and most efficient method of dissolution is dissolution by affidavit.

If a corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state. The affidavit, which must be executed by the shareholders or by the incorporator if no shares have been issued, must attest that the corporation is not doing business and owes no debts and request that the corporation be dissolved.

The important distinction between this method of dissolution and the other methods provided by statute is that the shareholders or the incorporators if no shares have been issued remain, after dissolution, personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.

A voluntary proceeding for dissolution by affidavit may be commenced upon authorization of a majority vote of members meeting and acting pursuant to LOUISIANA REVISED STATUTES, Sections 12:230(C), 231(3), and 237(H).

Once the Affidavit of Dissolution is filed, the Secretary of State sends out two Certificates of Dissolution. One of the Certificates must be filed with the Clerk of Court where the corporation maintains its registered office. If the corporation's registered office is in Orleans Parish, the certificate must be filed with the recorder of mortgages.

STEPS AND GUIDELINES TO DISSOLVE A LOUISIANA CORPORATION

Step 1: If the corporation has not issued any shares, does not have any unpaid liabilities, then it may be dissolved by filing an Affidavit to Dissolve Corporation.

SEE FORM 1 - AFFIDAVIT TO DISSOLVE CORPORATION

1. Note that the Affidavit must be executed before a Notary Public.

2. Provide the State and Parish/County name.

3. Provide the corporate name.

4. Indicate if the Affidavit is being filed by the shareholders or the incorporators.

5. Have the Shareholders or Incorporators sign the Affidavit.

6. Have a Notary Public notarized the Affidavit.

7. File the original and two copies of the Affidavit.

8. The filing fee is $60.00.

Mail the original and two copies of the AFFIDAVIT TO DISSOLVE CORPORATION and the $60.00 filing fee (make check payable to Secretary of State) to:

Secretary of State

Commercial Division

P.O. Box 94125

Baton Rouge, Louisiana 70804-9125

Telephone: 225-925-4704

A cover letter to send with AFFIDAVIT TO DISSOLVE CORPORATION is included herewith.

SEE FORM 2 - TRANSMITTAL LETTER

The following forms are also included for your convenience:

FORM A - RESOLUTION OF SHAREHOLDERS/INCORPORATORS

FORM B - NOTICE OF MEETING

FORM C - WRITTEN CONSENT

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FORM 1

AFFIDAVIT TO DISSOLVE CORPORATION

State of , Parish/County of

The undersigned affiant(s), being the of , a corporation organized under the laws of the State of Louisiana, hereby certify and attest that said corporation is not doing business and owes no debts.

The undersigned further request that said corporation be dissolved pursuant to the laws of the State of Louisiana.

The undersigned declare under penalty of perjury that the foregoing is true and correct.

Dated this day of , .

FORM 2

TRANSMITTAL LETTER

Return Name and Address

Date:

Secretary of State

Commercial Division

P.O. Box 94125

Baton Rouge, Louisiana 70804-9125

Re:

Dear Sir:

Enclosed please find an original and two copies of an Affidavit to Dissolve Corporation and the filing fee of . Please file and provide filed copies to me.

Please contact me at the above address if you require anything further.

With kindest regards, I am

Sincerely yours,

Check # Enclosed for $

FORM A

RESOLUTION OF SHAREHOLDERS/INCORPORATORS

RESOLUTION OF THE SHAREHOLDERS/INCORPORATORS OF

Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of , a Louisiana corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Shareholders/Incorporators present in person entitled to vote thereon:

RESOLVED by the Shareholders/Incorporators of the Corporation as follows:

Dated this the day of , 20.

FORM B

NOTICE OF SPECIAL MEETING

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of , a Louisiana corporation is called for the day of , 20, at , to be held at the following address:

The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors.

This Notice given on this the day of , 20, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting.

FORM C

WRITTEN CONSENT OF THE STOCKHOLDERS/INCORPORATORS

OF

The undersigned, being all the shareholders of , a Louisiana corporation, hereby consent to the dissolution of the corporation.

Dated this the day of , 20.