Selling or Ending Your Business
How to Dissolve an LLC in Georgia
Dissolving a Georgia LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Georgia LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
Terminating a Georgia LLC requires amending the public record for your LLC, and you must file a document known as the certificate of termination directly with the Georgia Secretary of State. The certificate of termination should include the LLC name, a statement that all known liabilities, debts and obligations have been paid, and a statement explaining there are currently no actions pending against an LLC in any court or that adequate provisions have been made to manage these. To terminate with the Secretary of State, the LLC has to be active with good standing. There is no fee to file this certificate. No official tax clearance is required to dissolve your LLC. The filing of a dissolution for a Georgia LLC typically takes 7 to 10 business days.
You are responsible for taking the necessary actions to notify creditors and claimants prior to dissolving the Georgia LLC. Proper written notice should include a mailing address where any claims against the LLC can be sent. You may also publish notification in a newspaper.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Georgia LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your Georgia LLC is not protected. Other entities may be eligible to use the name immediately.
Don't forget about taxes
You also need to make sure all taxes owed by the LLC are paid and filed in a timely manner. If not, even if you filed your termination paperwork, you can be assessed for additional penalties for failure to pay and file any due and outstanding taxes.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Georgia. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.