Fill and Sign the Louisiana Dissolve Form

CORPORATE DISSOLUTION (BY AFFIDAVIT) LOUISIANA Electronic Version 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 Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 AFFIDAVIT TO DISSOLVE CORPORATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/LA/LA-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Commercial Division P.O. Box 94125 Baton Rouge, Louisiana 70804-9125 Re: Affidavit of Dissolution of Corporation Dear Sir: Enclosed please find an original and two copies of an Affidavit to Dissolve Corporation and the filing fee of $60.00. 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, __________________________ Signature Enclosures 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___. _____________________________________ Shareholder/Incorporator _____________________________________ Shareholder/Incorporator _____________________________________ Shareholder/Incorporator Attest: _____________________________________ Secretary 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 ______ ___.m., 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. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS/INCORPORATORS 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___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder