How to Dissolve a Georgia LLC
To dissolve a Georgia LLC, file a Certificate of Termination (Form CD-415) with the Georgia Secretary of State, Corporations Division (SOS). The certificate of termination costs $5 to file online, $10 by mail, and is available on the Georgia SOS website or in your Northwest Registered Agent online account. You are not required to use SOS forms. You may draft your own dissolution paperwork.
Steps to Dissolve a Georgia Limited Liability Company?
To dissolve an LLC in Georgia, follow these steps:
- Hold a meeting with other LLC members to approve dissolution according to the LLC’s operating agreement.
- File a Certificate of Termination with the Georgia Secretary of State, either online or by mail.
- Settle any outstanding debts and obligations, and distribute remaining assets to members.
- Cancel any business licenses or permits at the local and state levels.
- File final state and federal tax returns, including sales and employment taxes.
- Close all business accounts.
Once the state accepts your LLC’s dissolution paperwork, your Georgia LLC will be officially dissolved.
The Georgia SOS does not require original signatures. The LLC must be in active standing with the SOS in order to terminate. If you need to pay for expedited processing, the Georgia SOS accepts check, certified bank check, or money order. Make checks payable to “Secretary of State.” The SOS does not accept cash.
Georgia Secretary of State
Corporations Division
2 MLK Jr. Dr. S.E.
Suite 315, Floyd West Tower
Atlanta, Georgia 30334
Georgia Limited Liability Company Dissolution FAQ
Is there a filing fee to dissolve or cancel a Georgia LLC?
It costs $5 to terminate your LLC online, and $10 if you do it by mail. Need to dissolve your LLC fast? There is a $120 fee for 2-day expedited processing, $275 for same-day, and $1,200 for one-hour.
Any reputable Georgia registered agent (we know one!) may be able to help you with the dissolution process.
Do you need a Department of Revenue clearance before the Georgia Secretary of State will accept your termination?
You don’t need to get a tax clearance certificate from the Department of Revenue to dissolve a business. But you do need to file a final tax return. Call the Georgia Department of Revenue at (877) 423-6711 for tax related information.
How long does it take the state to process the filing?
It takes the Georgia SOS between 7-10 business days to process the Certificate of Termination.
How long before someone can take your business name?
There is no name protection for a Georgia LLC that terminates voluntarily. The name can be used by others as soon as the LLC is terminated.
The LLCs name is protected for 5 years after it has been administratively dissolved by the Georgia SOS.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
If a Georgia LLC does not file its annual registration, the Georgia SOS will mail a notice, by first-class mail, to the LLCs principal office or registered agent. If the limited liability company does not file the annual registration within 60 days after the notice, the Secretary of State shall administratively dissolve the LLC.
If a Georgia LLC does file the annual registration, but is late, the LLC will have to pay the $55 filing fee plus a late filing penalty of $25.
What are the late fees and penalties to reinstate if your LLC is forfeited?
Georgia LLCs may reinstate within five years following administrative dissolution. There is a $255 flat fee to file the application.
