How to Dissolve a Georgia Corporation
To dissolve a Georgia corporation, you’ll need file Articles of Dissolution with Georgia’s Secretary of State. You’ll also need to clear any debts, notify creditors, and cancel licenses or permits that are attached to your business. 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.
- 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.
Georgia Corporation Dissolution FAQ
How much does it cost to dissolve or cancel a Georgia Corporation?
Yes, there is a $5 online filing fee to dissolve a Georgia corporation.
Paper filings cost $10, and must be mailed to:
Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
How long will it take to dissolve my Georgia Corporation?
Dissolving a Georgia corporation can take 7-10 business days. If you’re in a hurry, you can pay extra for expedited service.
Two Day Expedited Service: $120.00
Same Day Expedited Service $275.00
One Hour Expedited Service $1200.00
A skilled and professional Georgia registered agent will be able to help you with the dissolution process.
Do you need a Department of Revenue clearance before the Georgia Secretary of the Commonwealth will accept your dissolution?
No, you don’t need clearance to dissolve a business. 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.”
Signature
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 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 report?
If you do not file the corporations Georgia Annual Report 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 $55 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 $255 application fee. You’ll need to file a reinstatement online with the Georgia Secretary of State.