Louisiana Foreign Registration / Withdrawing
Louisiana Form 338: how a foreign LLC withdraws
Form 338 is the Application to Withdraw-Foreign Corporation & Limited Liability Company, and an LLC that has stopped doing business in Louisiana files it to end its authority. The fee for an LLC is $185, the form is signed in duplicate before a notary, and the state issues a certificate of withdrawal only after tax and employment clearances are in. We prepare it for $199.
Form 338 at a glance
- Official title
- Application to Withdraw-Foreign Corporation & Limited Liability Company
- Statutes
- La. R.S. 12:312 and 12:1351
- Fee for an LLC
- $185
- Signer for an LLC
- a manager, if management is vested in managers, or a member
- Copies
- Duplicate, sworn before a notary
- Result
- A certificate of withdrawal
When withdrawal is the right filing
Withdraw when the LLC has stopped transacting business in Louisiana for good. An LLC that is dormant but may return should keep the registration, because annual reports are cheaper than a new application. Withdrawal also ends the Louisiana registered agent's role, so give the agent notice before you file.
What the application says
The statute lists six statements: the LLC's name and home state, that it is not transacting business here, that it surrenders its authority, that it ends the agent's role and designates the Secretary of State to be served with process for claims connected to its Louisiana business, a mailing address for any such process, and any extra information the state needs to assess unpaid fees or taxes. The form prints these as a single sentence with blanks.
Who signs and how
For an LLC, a manager signs if management is vested in managers, and a member signs if it is reserved to the members. The signature is acknowledged before a notary and the application goes in duplicate. A corporation's officer signs instead, and a receiver or trustee signs for a corporation in their hands.
The tax clearances
The certificate of withdrawal issues when fees, taxes, unemployment contributions, penalties and interest have been paid, shown by clearances issued by the Department of Revenue and by the state's employment security administrator. The Secretary of State's office requests those certificates itself. Unpaid state taxes will hold the withdrawal up, so settle them first.
The fee
The withdrawal fee for an LLC is $185, paid to the Secretary of State. Fast handling is available at the same tiers as other filings.
What happens when the certificate issues
Once the certificate of withdrawal is issued, the LLC's authority to transact business in Louisiana ends. Anyone with a claim from the authorized period can still serve process on the Secretary of State, which mails it to the address on the form. Keep that address current.
What leaving costs
Withdrawal is $185 for an LLC, and the annual report is $35 while the registration lasts, so a withdrawal that clears before the next anniversary saves that report. Application, three annual reports and withdrawal together come to $475 in Louisiana fees.
Changing your mind
Before the certificate issues, the LLC can end the withdrawal by delivering a signed request to terminate the proceedings. After it issues, the LLC needs a fresh application.
The annual report in the meantime
Until withdrawal is effective, the annual report keeps coming due, at $35 each. Time your filing so the withdrawal lands before the next anniversary.
Withdrawing a foreign LLC from Louisiana
Stop transacting business
The application states the LLC is no longer doing business here.
Settle state taxes
Revenue and employment security clearances are needed.
Complete Form 338
Name, home state and the mailing address for process.
Sign before a notary
A manager or member signs in duplicate.
File with the fee
$185 for an LLC.
Before you file: a checklist
Confirm that the Louisiana business has actually stopped, since the application swears it has. Pay or clear state taxes, including sales and employment contributions. Tell the registered agent. File any annual report that falls due before the withdrawal clears. Get the member or manager and a notary in one room. Decide which service level you want, because Form 338 uses the same handling tiers as other filings.
Where to send it
The return address on the form is Commercial Division, P. O. Box 94125, Baton Rouge, LA 70804-9125, and we send the package there. Make payment payable to the Secretary of State and do not send cash.
Corporations and nonprofits
Form 338 is shared by foreign corporations and foreign LLCs. A corporation's officer signs, and a receiver or trustee signs if the corporation is in their hands. The corporate withdrawal statute lists the same six statements as the LLC's. A corporation's withdrawal fee is quoted when you order.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Withdrawal questions
Do I have to file the annual report if I am withdrawing?
Yes, until the withdrawal is effective.
Can I withdraw without paying back taxes?
The certificate issues only after the clearances are in.
Our fee and Louisiana's
Begin my Louisiana application
$199
+ $185 Louisiana fee
- Form 972 completed in duplicate for the member or manager to sign
- A review of your home-state certificate against the 90-day limit
- A Louisiana registered agent and office that meet the statute, ours or yours, with the agent's notarized acceptance
- The package filed in Baton Rouge, then your grant of authority sent back
- Renewal: after the first year, the agent service renews at $149 a year
Louisiana's $185 is shown as its own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Louisiana Secretary of State, forms and fee schedule
- Louisiana Secretary of State fee schedule effective 10/1/26
- La. R.S. 12:1345, application for certificate of authority
- Louisiana Form 972, application of a foreign limited liability company
- La. R.S. 12:1350.1, annual report
- Louisiana Form 338, application to withdraw a foreign corporation or limited liability company
- La. R.S. 12:1351, withdrawal of a foreign limited liability company
- La. R.S. 12:312, withdrawal of a foreign corporation
- Louisiana Form 326, application of a foreign corporation for certificate of authority
- La. R.S. 12:1352, ending withdrawal proceedings
Louisiana paperwork, assembled for you
Give us the details and we prepare the form, the acceptance and the cover sheet.