Corporations – Corporate Dissolution – Louisiana
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LOUISIANA REVISED STATUTES, §§ 12:142.1 and 12:250.1
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.
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