How to Dissolve an LLC in Georgia

Georgia Dissolution vs. Termination

Georgia distinguishes the LLC's dissolution and winding up from its final termination. A dissolved Georgia LLC may wind up its affairs and may file an optional Statement of Commencement of Winding Up. When the company can truthfully make the required statements about debts, liabilities and pending court actions, it may file the Certificate of Termination.

Before You File: Approve the Dissolution

Review the operating agreement and Georgia law to document the dissolution event or member decision that applies to the LLC. Keep the consent, minutes or other authorization with the company's records. The termination certificate comes later, after the LLC has completed enough of the winding-up process to make its required statements truthfully.

Wind Up the Georgia LLC

Use the winding-up period to settle and close the company's affairs. Identify property and receivables, resolve contracts, address payroll and taxes, pay or provide for debts and liabilities, and determine whether any lawsuits or other court actions remain pending.

• Resolve debts and obligations. CD 415 requires a choice stating they are paid, discharged or barred, or that adequate provision has been made.
• Review pending court actions. CD 415 requires either no pending actions or adequate provision for a resulting judgment, order or decree.
• Preserve closeout records. Keep approvals, annual registrations, tax records and accepted filings together.

Bring Georgia Annual Registrations Current

Georgia's LLC termination rules require the company to be in compliance with annual registration requirements before filing a Statement of Commencement of Winding Up or a Certificate of Termination. All fees and penalties must be paid before the Secretary of State issues the applicable certificate.

Georgia's rule has a specific timing point: an LLC applying for termination between January 1 and April 1 must file that calendar year's annual registration and pay the required fees, unless the LLC is terminating in the same calendar year it was formed.

Optional: File CD 414, Statement of Commencement of Winding Up

A dissolved domestic Georgia LLC may file Form CD 414 to place a Statement of Commencement of Winding Up on record. Under the latest official fee schedule, the filing costs $0 online or $10 on paper.

The filing states that the LLC has dissolved and commenced winding-up activities. Georgia's rules also make any publication regarding known or unknown claims the responsibility of the LLC; do not portray publication as a universal Secretary of State filing requirement.

File Georgia Certificate of Termination — Form CD 415

The final state filing is Certificate of Termination, Form CD 415. The latest official Georgia filing-fee schedule lists $0 online / $10 paper. The certificate requires the LLC to make two important substantive statements:

• Debts, liabilities and obligations: they have been paid, discharged or barred, or adequate provision has been made.
• Pending actions: either none are pending, or adequate provision exists for a judgment, order or decree that may result.

The certificate can be effective upon filing or at a later date and time, but Georgia's instructions say a delayed effective date cannot be more than 90 days after filing.

Close Georgia Tax Accounts Separately

The Secretary of State termination does not automatically close Georgia Department of Revenue accounts. Georgia DOR says closing businesses should file the appropriate final state tax return, check the final-return box, and attach the required written explanation based on the tax return involved.

Sales and use and withholding accounts can be closed through the Georgia Tax Center (GTC) or by other DOR-supported methods. DOR also warns that closing an account does not stop collections or eliminate outstanding liabilities.

What Happens After Georgia Files the Certificate

After the Certificate of Termination is accepted, the Secretary of State's database is updated to reflect the termination. Keep the filed certificate and closeout records with the company's permanent records, and finish any remaining tax, license, employer, banking or foreign-registration tasks.

Close the Remaining Business Accounts

• Georgia DOR: file final returns and close the tax accounts that apply through GTC or the appropriate DOR process.
• Licenses and permits: cancel state, local and professional registrations separately where needed.
• EIN: use LLC School's Cancel or Close an EIN guide for the federal account process.
• Foreign registrations: withdraw separately in other states where the Georgia LLC was registered.

Common Georgia LLC Termination Mistakes

• Treating CD 414 as a mandatory first filing when Georgia's instructions say it is optional.
• Adding an unsupported online termination charge or overlooking the $10 paper service charge.
• Filing CD 415 before debts/liabilities or pending court actions can be truthfully addressed on the certificate.
• Trying to terminate while required annual registrations, fees or penalties are still outstanding.
• Assuming the Secretary of State termination automatically closes Georgia DOR accounts.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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