Ensuring you know how to dissolve an LLC in Georgia is essential, if you plan to terminate your company the right way. If in doubt, legal advice should be sought to ensure you fulfill your obligations and follow local law to the letter.
However, legal support may not be required in all instances as formalizing a Certificate of Termination with the Secretary of State is not a particularly difficult process. Winding down and closing a corporation or LLC in Georgia is relatively straightforward if you have access to the necessary information and file the right documents. Just like a dissolving of your business in Kentucky we described here, or in our post on how to terminate an LLC in Ohio, for example. We also give you an overall review of dissolving process here and tips on the best LLC formation services for those who are just starting their business.
In this guide, you will find a brief overview of the dissolution process for an LLC or corporation in Georgia, along with the fees you will be required to pay and the steps you must follow to formally close your business entity.
What Does It Mean to Dissolve an LLC?
To dissolve an LLC is to formally and legally close a business in Georgia. This means that you intend to immediately and permanently close your company, withdrawing all of its services and cease all use of its name. Incidentally, the name of your LLC will once again become available for others to use as of the date of your LLC’s dissolution.
Part of the dissolution process involves winding down your business, ensuring it is in good standing, and settling all debts, liabilities, and obligations. From an administrative perspective, the most important step in the process is filing the articles, documents and certificates needed to make the dissolution of the LLC official. And if you check out our ‘how to terminate an LLC in Colorado‘ review, you’ll find out that some states accept only online submissions. Also, after learning how to terminate an LLC in PA, you’ll realize the creditors don’t have to be notified before the submission takes place.
If you fail to submit each required form and notice in a timely manner, you may subsequently face additional fees, penalties, and taxation while your business remains active. In addition, any outstanding debts and or liabilities that are not fully settled may be passed directly on to the owners and members of the LLC.
Dissolving a Limited Liability Company in Georgia
In order to dissolve a limited liability company in the state of Georgia, it is necessary to file a Certificate of Termination of the Georgia Secretary of State. Information that needs to be included in this certificate at the time of filing is as follows:
- The name of the LLC applying for dissolution
- Affirmation that all debts have been paid or that adequate provisions have been made for the LLC’s debts
- Affirmation that there are no pending court proceedings or that adequate provisions are in place for any court cases
- Effective date of dissolution
- Title and signature of an authorized representative
If you complete the filing process online, you do not need to pay a filing fee to submit your certificate of termination. There is the option to file the certificate in person if preferred, at which point you must pay the standard fee of $10.00.
The same fee also applies if you mail the form to the Georgia Secretary of State, sending the documents to dissolve your LLC in Georgia to the following address with tracked shipping where possible:
- Corporations Division
- 2 Martin Luther King Jr. Dr. SE
- Suite 313 West Tower Atlanta Georgia 30334#
The time it takes to process a Certificate of Termination depends on a variety of factors, though LLCs and corporations will typically have their closure formalized within 15 working days. This can be reduced or as little as seven working days when filing for closure online, or you can pay a fee to dissolve your LLC faster if preferred:
- 24-hour paperwork processing – $100
- Same-day company dissolution – $250
- Business termination within 1 hour – $1000
Options are therefore available for all types of business closures, in order to suit their requirements and priorities of business owners.
LLC Dissolutions in Georgia: Additional Details
You will need to make sure your annual report has been filed as part of the business closure process. If you do not file your annual report, you will be sent a reminder by the State of Georgia. At which point, you will have 60 business days to file the annual report.
Once again, it is also important to remember that the name of your business will once again become available for others to use, just as soon as your initial operating agreement is formally terminated. You will no longer have any rights to your business name, once your business has ceased operating.
How to Dissolve a Foreign LLC in Georgia
Applying to dissolve a business registered outside the state of Georgia is an entirely different process, as you will need to follow the rules outlined by the state in question.
If your business is registered outside Georgia but qualified to operate within the state and you wish to terminate this qualification, an Application for Withdrawal of Certificate of Authority needs to be filed at the corporation’s division of Georgia to formalize the process.
This means submitting information including the following to the operations division in a timely manner:
- Entity type (LLC, corporation, etc.)
- Entity control number
- Entity name
- Home state/country
- Affirmation that the LLC no longer conducts business in Georgia
- Affirmation that the Secretary of State will function as the agent for service of process
- Mailing address
- Contact information
- Title and signature of an authorized representative
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Again, you do not have to pay a fee to submit this application or close your foreign LLC online, but you will pay a fee of $10.00 if you mail in the forms or hand them in personally. Similar options for expedited processing are available, along with the normal 7-15 business days processing times for standard applications.
LLC Closure Process in Georgia: A Summary Overview
There are technically only three steps that need to be taken to close a Georgia LLC, in accordance with current state law:
- Follow the Guidelines in your Original Operating Agreement
- Close Your Business Tax Accounts and File Notice to Creditors
- File Articles of Dissolution to Close your Business
Let’s take a look at each of these three steps in a little more detail:
Step 1: Follow the Guidelines in your Original Operating Agreement
Most (or all) that the information you need on how to dissolve your LLC can usually be found in the operating agreement of your limited liability company. This will typically state that the following steps should be taken when closing your business:
- Organizing a vote with all LLC members and owners
- Ensuring comprehensive meeting minutes are taken
- Choosing a date on which to formally dissolve the business
- Filing notice to creditors and distributing remaining assets
- Ensuring all debts and tax obligations are settled
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In the event that your operating agreement does not contain the information you need, you must follow the rules and legislation outlined in-state business law.
Step 2: Close Your Business Tax Accounts and File Notice to creditors
You will need to ensure that your business is in good standing, in order to close it. This means paying any outstanding tax liabilities or pending penalties while obtaining documentation to show that you do not have any unpaid taxes.
It is also essential to file a notice to your creditors in advance, advising them that you will be winding down and closing your business. Ensuring all debts are settled with creditors is also essential as part of the closure process for corporations and LLCs in Georgia. Distribution of remaining assets to LLC members and owners is only possible after all debts liabilities and obligations have been filled.
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Step 3: File Articles of Dissolution to Close your Business
With all of the above taken care of, you will then be free to file the certificate to the state department, pay the required fee to file a termination (if applicable), and formally close your company. The typical processing time for LLC closure filings is around seven days for online filings and or team days for filings by mail or in person.
As a reminder, the mailing address for documents and paperwork to be sent by post is as follows:
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
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However, you can avoid paying a filing fee by taking care of your document filings online, which is also much faster than sending them by mail.