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How to Dissolve an LLC in Georgia

how to dissolve an llc in georgia

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Research done in 2023 shows that Georgia is the best state for business growth. But that doesn’t automatically mean all companies there thrive. Many factors play a role in success, and all it takes is just one weakness to succumb to your competitors.

You might’ve tried your best, but it’s time to give up. In that case, you’ll want to end your business correctly so you don’t face unnecessary legal consequences.

Dissolving your company will take several steps, so ensure you do it right. Keep reading to discover how to dissolve an LLC in Georgia.

Check Your Operating Agreement

The state of Georgia doesn’t legally require LLCs to have operating agreements. However, there are many advantages to having one, so it’s very possible that when you formed your company, you and the other members created an operating agreement.

If this is the case, then the first thing you want to do is check this document. It should have a section on how to dissolve your Georgia LLC, in addition to a list of the LLC owners. All of this information will be useful during the dissolution process.

Hold an LLC Member Vote

Usually, you’ll have to hold an LLC member vote to kick things off. This is because in most cases, you’ll need a unanimous vote for dissolution (this is state law). In others, the operating agreement will accept a majority vote.

Either way, all LLC members must be properly informed of how and when to meet. During the actual meetings, keep thorough notes of what was discussed and the final outcome. This can be done through meeting minutes or a written consent form.

File the Articles of Dissolution

Next, you’ll have to file the Articles of Dissolution in Georgia with the Secretary of State. This is Form CD 415, or Certificate of Termination for a Georgia Limited Liability Company.

It’s not a long form to fill out at all. However, the only people allowed to sign it are LLC members or managers. The organizer or attorney for the company can sign it as well. Otherwise, a fiduciary can sign it if the LLC’s in their hands (or a receiver or trustee).

It’ll cost $10 to file Form CD 415 by snail mail; online filing is free. To expedite your filing, you can pay $100 and dissolution can be completed within 24 hours.

File a Statement of Commencement of Winding Up

This filing isn’t required, but it’s a good idea to do it. This is Form CD 414, and it reinforces the fact that your LLC is ending its business operations. It’s not a long form either, so it’s easy to file together with Form CD 415.

Again, only authorized individuals can sign this form. The fees are the same; $10 for snail mail and free for digital filings.

Wind Up Business Affairs

You’re not quite done yet after filing the Articles of Dissolution. Here are the other things you should wind up before shutting down your LLC for good.

Settle Debts and Obligations

If your business has any debts, or you have active lines of credit, you should notify all creditors. This isn’t actually required by the state of Georgia, but it’s beneficial, as it protects you from liability. Publishing a notice of your LLC’s dissolution in a local paper isn’t required either, but it’s another way to protect yourself; a public notice means you aren’t trying to hide your company’s dissolution.

On top of that, settle your debts with creditors. Collect any remaining accounts receivable too.

At this point, you can also liquidate LLC assets if necessary. Make sure you distribute the proceeds according to either your operating agreement or state law.

Cancel Licenses and Permits

You’ll no longer need these things since you won’t be in business, so it’s in your best interest to cancel them ASAP. End any business licenses, permits, or registrations through the proper channels.

In addition, close company bank accounts.

Notify Other Relevant Parties

People don’t appreciate it if the rug’s pulled out from under them, so think about all relevant parties to your LLC. Those you should inform of your LLC’s dissolution include:

  • Clients
  • Business partners
  • Vendors
  • Suppliers

With regard to your employees, not only should you provide necessary notices to them, but you should handle final payroll as well.

Take Care of Taxes

Georgia is one of the many states that don’t require you to get tax clearance before dissolution. However, that doesn’t mean there aren’t taxes to settle.

Naturally, you’ll have to file final business tax returns; this will be IRS Form 1065 for partnerships and IRS Form 1120 for corporations. Make sure you mark the box for “final return.” Companies that have employees will have to file a final Form G-7Q too.

Distribute Any Remaining Assets

After everything’s said and done, there may be assets remaining in your LLC. Again, to distribute them properly, check with your operating agreement. In general, you’ll distribute assets based on ownership percentage.

Once you dissolve an LLC in Georgia, you might want to start over with a clean slate. To make this an easier process, use our business registration service. We can set up both LLCs and corporations at affordable prices.

Know How to Dissolve an LLC in Georgia

Even if you’re just contemplating dissolution, knowing how to dissolve an LLC in Georgia will help immensely. That way, when you’re ready to take action, closing a company won’t be difficult.

And by following the steps we’ve laid out for you, you’ll ensure that your LLC is properly dissolved in compliance with Georgia state laws. But of course, if you have any questions or concerns, it’s wise to consult with legal and/or tax professionals.

Sign up with Business Anywhere now if you want to give LLCs another try. We can be your registered agent too.

About Author

Picture of Rick Mak

Rick Mak

Rick Mak is a 30-year veteran businessman, having started, bought, and/or sold more than a dozen companies. He has bachelor's degrees in International Business, Finance, and Economics, with masters in both Entrepreneurship and International Law. He has spoken at hundreds of conferences around the world during his career on entrepreneurship, international tax law, asset protection, and company structure. Business Anywhere Editorial Guidelines

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