2021 Louisiana Laws
Revised Statutes
Title 12 - Corporations and Associations
§1339. Articles of dissolution

RS 1339 - Articles of dissolution

A. Upon dissolution and the commencement of winding up of the limited liability company:

(1) Articles of dissolution shall be filed in the office of the secretary of state and set forth the following:

(a) The name of the limited liability company.

(b) The date of filing of its articles of organization and all amendments thereto.

(c) The reason for filing the articles of dissolution.

(d) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon filing.

(e) Any other information which the members or managers filing the certificate determine.

(2) If the notice provided for by R.S. 12:1336(A)(1) has not been published, a notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court, shall be published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located. A copy of such notice, with the affidavit of the publisher of the newspaper attesting to the fact of such publication attached, shall be filed with the secretary of state.

B.(1) The articles of dissolution shall be signed by one or more managers, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or one or more members, if management of the limited liability company is reserved to the members, acknowledged by one of the persons executing the articles and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him.

(2) The secretary of state may prescribe and furnish forms for filing the articles of dissolution.

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.