If you have a limited liability company (LLC) in Georgia, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state— whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process.
If done incorrectly, you’ll still be responsible for annual reports and fees and could face penalties down the line. But, lucky for you, this handy guide explains how to dissolve an LLC in Georgia.
Properly shutting down an LLC involves several crucial steps, as detailed below.
1. Vote for Dissolution
LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Georgia law requires you to gain the approval of all members. Once you do so, you’ll need to draft a resolution to dissolve the LLC.
2. Cancel Business Licenses and Permits
If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.
3. Notify Creditors
If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Georgia, you must specify a deadline of at least 30 days after you send the notice for creditors to file claims.
Once all your claims have been satisfied, or provisions have been made, you can officially dissolve your business.
4. Notify Tax Departments
Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due. In Georgia, this can be done through the Georgia Tax Center Website.
5. Cancel Contracts and Settle Financial Obligations
If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled.
6. Distribute Assets to Members
If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash.
7. File the Dissolution Papers with Georgia
In Georgia, dissolutions are processed by the Secretary of State’s Corporation Division. You can either file online or by paper.
To file online, visit the Corporations Division’s eCorp website. Log in or make an account, and click the “Termination” button from the home page. Don’t worry about the forms for dissolution, winding up, or cancellation— those are optional or for other business types.
Search for your business and select it from the list using the button on the right. Then, scroll to the bottom and click “Continue.”
Fill out the next page, acknowledging that you’ve settled or provided for all debts, liabilities, obligations, and claims.
If you’d like your termination to take effect on a different day, specify one in the field below.
Continue to the next page to review your filing and submit it.
If you’d like to file by mail or in person, download the Certificate of Termination PDF, fill it out, and print it.
Be aware that filing papers incurs a $10 service charge. If you’re filing by mail, you can pay by check, certified bank check, or money order. Cash is NOT accepted.
Deliver your documents and payment to:
2 MLK Jr. Drive
Suite 314, Floyd West Tower
Atlanta, Georgia 30334-1530
Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.
How much does it cost to dissolve an LLC in Georgia?
Filing a Certificate of Termination is free online and $10 via physical paper.
How long does it take to dissolve a Georgia LLC?
Generally, online filings will be processed in seven to 10 business days, and paper filings will be processed within 15 days. If you’d like to terminate faster, you can request expedited service for an additional fee.
Should I close an unused Georgia LLC?
If you’re not going to use your LLC in Georgia, you should dissolve it to avoid unnecessary fees, filings, and responsibilities, such as paying $50 for annual registration.
What happens if I don't dissolve my LLC in Georgia?
If you don’t officially dissolve your LLC, you’ll be accountable for any fees, filings, claims, and other responsibilities your LLC may incur. In addition, Georgia will administratively terminate your LLC if you don’t file your Annual Registration.
What is the difference between dissolution and termination of Georgia LLC?
Dissolution is deciding to close your LLC, winding up, liquidizing assets, and processing claims. You can only operate in a limited capacity for winding up. Once you settle all affairs, you can file your Certificate of Termination with Georgia and officially close your LLC.