How to Dissolve an LLC in Georgia

Dissolving a business often involves complex procedures. However, for a limited liability company in Georgia, dissolving it takes a handful of paperwork. When an LLC is formed in Georgia, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Georgia. LLCs must file the Articles of Dissolution with the Georgia Secretary of State like the formation certificate was filed at the time of forming an LLC in Georgia. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Georgia LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Georgia LLC requires three broad procedural steps. Having a Georgia LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Georgia Secretary of State.

Step 1: Follow the LLC Operating Agreement in Georgia

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Georgia.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Georgia registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Georgia that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Georgia LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Georgia to file the BOI Report. The Beneficial Ownership Information (BOI) in Georgia is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Georgia Articles of Organization, one has to file Georgia LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Georgia Secretary of State physical office along with the state filing fee.
If you want to dissolve Georgia Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign-in to SOS
Offline Applications	Certificate of Cancellation
SOS Contact (if offline application is available)	Corporations Division,, 2 Martin Luther King Jr. Dr. SE,, Suite 313 West Tower,, Atlanta, Georgia 30334.
Filing Time	7-10 working days for standard filing and 24 hours for expedited filing. In busy months (festive months), it can be up to 12 working days in the case of standard filing.
Filing Fee	$10

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Georgia

Apart from these three steps, no major dissolution rules are there in Georgia. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Georgia include the formation as well as dissolution fees. To dissolve an LLC in Georgia, LLCs have to file an Article of Dissolution. The filing fee is $10. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Georgia, you can reinstate or revive the same within a given time. In Georgia, the LLC name will be available up to 5 years. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Georgia if that is available. According to the Georgia SOS, you can revive your LLC within 5 years.

Reasons Behind Dissolving an LLC in Georgia

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Georgia, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Georgia

With the population of 11,019,186, Georgia is one of the favorable places to start an LLC. According to several reports, starting an LLC for Bakery can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Georgia.

Bakery
Moving Company
Daycare
Coffee Shop
Training School

Georgia LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Georgia LLC. Click on the steps in this list if you want to read the full details.

Follow Your Georgia LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Georgia?

To dissolve an LLC in Georgia, you must file Articles of Dissolution with the Georgia Secretary of State.

What is the process for dissolving an LLC in Georgia?

The process of dissolving an LLC in Georgia involves filing the necessary paperwork with the Secretary of State, settling all debts and obligations, and notifying all stakeholders of the dissolution.

Can I dissolve my Georgia LLC online?

Yes, you can file the necessary paperwork to dissolve your Georgia LLC online through the Georgia Secretary of State’s website.

What is the fee for dissolving an LLC in Georgia?

The fee for filing Articles of Dissolution for an LLC in Georgia is $100.

How long does it take to dissolve an LLC in Georgia?

Once you have filed the necessary paperwork, it typically takes around 7-10 business days for the Georgia Secretary of State to process the dissolution.

Do I need to notify the Georgia Department of Revenue when dissolving my LLC?

Yes, you must notify the Georgia Department of Revenue of your LLC’s dissolution and settle any outstanding tax liabilities.

Can I reinstate my Georgia LLC after it has been dissolved?

Yes, you can apply to reinstate a dissolved LLC in Georgia by filing a reinstatement form and paying the appropriate fees.

What happens to my Georgia LLC’s debts and obligations when it is dissolved?

As part of the dissolution process, you must settle all debts and obligations of the LLC before it can be officially dissolved.

Do I need to file a final tax return for my Georgia LLC when dissolving it?

Yes, you must file a final tax return for your Georgia LLC and report the dissolution to the Georgia Department of Revenue.

Can I dissolve my Georgia LLC if it is being sued?

Dissolving an LLC in Georgia does not automatically stop any ongoing lawsuits or legal proceedings against the company.

What information do I need to include in the Articles of Dissolution for a Georgia LLC?

You will need to include the name of the LLC, the date of the dissolution, a statement that the dissolution was approved by members or managers, and any other necessary information.

Is there a filing fee to dissolve an LLC in Georgia?

Yes, the filing fee to dissolve an LLC in Georgia is $100.

Can I file the Articles of Dissolution for a Georgia LLC online?

Yes, you can file the Articles of Dissolution online through the Georgia Secretary of State’s website.

What is the timeline for the dissolution process of an LLC in Georgia?

Once the Articles of Dissolution are filed, the Georgia Secretary of State will typically process the dissolution within a few business days.

Do I need to notify creditors of the LLC when dissolving a Georgia LLC?

Yes, it is recommended to notify creditors of the LLC’s dissolution to settle any outstanding debts.

Are there any tax implications for dissolving an LLC in Georgia?

Yes, there may be tax implications for dissolving an LLC in Georgia, so it is recommended to consult with a tax professional.

Do I need to cancel my Georgia LLC’s business licenses and permits when dissolving the LLC?

Yes, you should cancel any business licenses and permits associated with the Georgia LLC when dissolving it.

Can I reinstate an LLC in Georgia after it has been dissolved?

Yes, you can reinstate an LLC in Georgia within 5 years of dissolution by filing an Application for Reinstatement and paying a fee.

What happens to the assets of a dissolved Georgia LLC?

The assets of a dissolved Georgia LLC are typically distributed to its members after all debts and obligations are settled.

What is the first step in dissolving an LLC in Georgia?

The first step in dissolving an LLC in Georgia is to hold a meeting and vote on the dissolution.

Do I need to file a notice of dissolution with the state in Georgia?

Yes, in Georgia, you are required to file a notice of dissolution with the state as part of the process of dissolving an LLC.

What is the fee for filing a notice of dissolution in Georgia?

The fee for filing a notice of dissolution in Georgia varies, so it is important to check with the Secretary of State’s office for the most up-to-date information.

Can I dissolve an LLC in Georgia if it has outstanding debts or obligations?

Yes, you can dissolve an LLC in Georgia even if it has outstanding debts or obligations, but you will need to settle these before completing the dissolution process.

How long do I have to notify creditors and claimants before dissolving an LLC in Georgia?

In Georgia, you are required to notify creditors and claimants at least 60 days before dissolving an LLC.

What happens to any remaining assets after dissolving an LLC in Georgia?

After dissolving an LLC in Georgia, any remaining assets will be distributed among the members according to their ownership interests.

Can I restart the LLC after dissolving it in Georgia?

Yes, you can restart the LLC after dissolving it in Georgia by filing a new Articles of Organization with the state.

Do I need to cancel my LLC’s business licenses and permits in Georgia?

Yes, you are required to cancel your LLC’s business licenses and permits in Georgia as part of the dissolution process.

Can creditors sue the LLC after it has been dissolved in Georgia?

Yes, creditors can still sue the LLC after it has been dissolved in Georgia, so it is important to follow all legal requirements during the dissolution process.

What are the consequences of not properly dissolving an LLC in Georgia?

Failing to properly dissolve an LLC in Georgia can result in the LLC continuing to exist, which may lead to ongoing legal and financial obligations for the members.

Can I dissolve my LLC in Georgia if it is involved in pending litigation?

Yes, you can dissolve your LLC in Georgia even if it is involved in pending litigation, but you will need to address the legal matters before completing the dissolution process.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.