How do you dissolve a Georgia Corporation?
To dissolve a Georgia corporation, you must file articles of dissolution with the Georgia Secretary of State, Corporations Division (SOS). Georgia corporations must be in active status with the SOS before they may be dissolved. If you have missing annual registrations, you will have to submit them to the SOS before you file the articles of dissolution. Dissolution forms are available on the Georgia SOS website (see link below).
If a Georgia corporation dissolves before it has commenced business, it simply has to file form CD-400, Articles of Dissolution for a Non-commenced Business Profit Organization with the SOS.
If a Georgia corporation has issued shares and commenced business, you will first file form CD-410, Notice of Intent to Dissolve form with the Georgia SOS. Form CD-412, Articles of Dissolution, Profit Organization can be filed at the same time, or later, but must be a separate document. You must file the original and one copy of the articles.
Include a check, certified bank check, or money order if you choose expedited processing. Make checks payable to “Secretary of State.” The Georgia SOS does not accept cash.
Georgia Secretary of State
2 MLK Jr. Dr. S.E.
Suite 315, Floyd West Tower
Atlanta, Georgia 30334
Phone: (404) 656-2817
Fax: (404) 657-2248
Is there a filing fee to dissolve or cancel a Georgia Corporation?
There is no filing fee to dissolve a Georgia corporation.
If you pay a 100 expedite fee, you can have the dissolution processed in 24 hours.
Do you need a Department of Revenue clearance before the Georgia Secretary of the Commonwealth will accept your dissolution?
No. But you will need to file a final return with the Department of Revenue. The corporate return is due by the 15th day of the third month after the date of dissolution. Call the Georgia Department of Revenue at (877) 423-6711 for tax related information.
Do I need to publish intent to dissolve a Georgia corporation?
Dissolving Georgia corporations are required publish notice of intent to dissolve. This means the corporation has to submit a request for publication notice to the county where the Georgia registered office is located. The request must include a $40 filing fee. The publication notice must be mailed or delivered to the newspaper no later than the next business day after you file the Notice of Intent to Dissolve with the SOS.
The letter sent to the newspaper should request that the paper publish once a week for two consecutive weeks beginning within ten days after receipt of the notice a statement that:
“Notice is given that a notice of intent to dissolve (corporations name), a Georgia corporation with its registered office at (address), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code."
Note: the person who signs the notice of intent to dissolve has to certify that the publication was made. The SOS has no way of policing whether publication was actually made.
How long does it take the state to process the filing in Georgia?
Corporate dissolutions take seven to ten business days to process. It could be up to twelve business days during December and January.
If you pay for expedited processing, your dissolution can be filed in 24 hours.
How long before someone can take your business name?
A Georgia corporations business name is not protected after it has dissolved voluntarily. Another entity can use the name any time.
If the Georgia corporation was administratively dissolved by the SOS, its name will be protected for five years after the date of dissolution.
What is the penalty if you just don’t file your annual registrations?
If you do not file the corporations Georgia annual registration on time, the Secretary of State will send you a notice of intent to administratively dissolve the corporation. The amount owed will be listed on the notice. To avoid administrative dissolution, file the corporations annual registration and submit the fee within 60 days. If the corporation files the annual registration after the due date, you will have to pay the $50 filing fee plus a late filing penalty of $25.
Administratively dissolved corporations continue to exist, so even if you have been administratively dissolved, you will have to file articles of dissolution to end the corporation.
What are the late fees and penalties to reinstate if your corporation is administratively dissolved?
You can reinstate a domestic Georgia corporation by filing an application for reinstatement along with the $250 application fee.