It’s not enough to be determined to stop conducting business in Georgia — there are several legal steps you must follow to cease your Limited Liability Company lest you should be fined for non-compliance. From the filing requirements to settling business debts and liabilities, our team will provide guidance on how to dissolve an LLC in Georgia for a smooth dissolution process.

How to Dissolve an LLC in Georgia

Review LLC Operating Agreement

As a registered Georgia LLC, your company is subject to follow any provision written on your articles of organization and operating agreement. These business documents have specific steps that corporations must execute when pursuing the termination of their business entities. 

Typically, it states the process of arranging the date and time of the board meeting between members and the accepted voting percentage to approve the suggested motion.

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Unless the articles of organization or operating agreement state otherwise, even if no provisions or resources are citing the dissolution procedures, the Georgia LLC Act allows corporations to execute alternative methods through a consent form approved by the members. 

Vote for LLC Dissolution

After reviewing the terms in your LLC articles, the next step you should do is arrange a meeting between the members to discuss the matter at hand. In this process, any member of a Georgia Limited Liability Company has the right to vote in favor or against the motion to dissolve. 

Once the number of votes aligned with the terms written in the business documents, the LLC may proceed with all the filings. As this work conference will discuss crucial business affairs, we recommend keeping a record of the official minutes of the meeting for use in case of disputes in the future.

Winding Up

One of the most critical procedures on how to dissolve an LLC in Georgia is winding up final business affairs. As a Georgia LLC, you have the option to appoint an authorized manager or another member to handle the distribution of remaining assets and settle debts.

Submit Statement to Secretary of State

To commence the winding-up procedure, an LLC must file a simple document to the Georgia Secretary of State, including the company name and a statement declaring that the business entity is dissolved.

Agreement Review Hands

Notify Creditors and Claimants

Another way to wind up business affairs is settling the debts you owed to the creditors. Although a Georgia LLC isn’t obliged to notify its claimants about the impending dissolution, doing so may save you from further legal disputes. 

Because this procedure can be legally binding and may lead to a court order, our team advises you to seek assistance from professional attorneys or a law firm.

Allocate LLC Assets

When all debts and liabilities have been taken care of, the remainder of the assets can now be distributed to the current and former members of the LLC.  The distribution will strictly be based on the business articles that indicate the share and contributions of each member.

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Certificate of Termination

Filing a certificate of termination is an essential step after winding up your business in Georgia. However, the LLC must be in good standing with the state before the termination form can be processed officially [1]. You have to ensure that all state fees and obligations, such as annual reports, are appropriately accomplished within the past years of operation.

To acquire a certificate of termination for an LLC in Georgia, you must provide the corporation’s basic information along with titles and signatures of authorized representatives, a statement of all debts and liabilities, and a clearance from any judgment and court order.

calculator and documents

All these requirements can be sent online, or you could opt to send it to the state secretary’s office address at Corporations Division, 2 Martin Luther King Jr. Dr SE, Suite 313 West Tower, Atlanta, Georgia 30334.

Although the state doesn’t require any Georgia LLC to acquire a tax clearance certificate, all dissolving business entities still need to file a final tax return. Our team advises you to call the Georgia Department of Revenue’s customer support should you have any queries about how to settle your outstanding taxes.  

On the other hand, if you’re dissolving a foreign LLC operating in Georgia, you’ll need to file an Application for Withdrawal of Certificate of Authority.

Settle Out of State Business

If your LLC is operating in other states, keep in mind that you’ll need to file separate forms to cease the existence of your entity there. Failure to comply means that the state can still hold you liable for taxes and business reports.

Business Name Availability

After all the filings, your company name will automatically be available in the state register. It means that any business of any entity type can go through the registration process and apply for your former trade name. 

One on One Meeting

If you intend to operate under the same LLC name, our team wouldn’t advise you to go through the voluntary dissolution procedures.

Duration and Cost of LLC Dissolution

There’s no filing fee for dissolving a Georgia LLC. But if you opt for expedited processing or go through a trustworthy registered agent service provider, additional costs will incur.

FAQ

How do you dissolve an LLC in Georgia?

To dissolve an LLC in Georgia, you’ll need to gain the majority approval of the LLC members and ensure that your corporation is in good standing with the state. And then, you need to settle all debts with creditors and obligations owed to the state. After that, you can finally file the termination certificate.

Conclusion

Handling all these procedures can be confusing, but we hope this article gave you a better gauge on how to dissolve an LLC in Georgia. If you need further help, you can seek assistance from a professional business service or an attorney to smoothly accomplish legal requirements.

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