While building a business in Georgia can be an excellent long-term opportunity, there are times when the limited liability company you created is no longer needed. If you’ve closed a business in Georgia and have a limited liability company, you’ll need to dissolve the LLC with the Secretary of State. It only requires a simple filing and a few steps. Read on to learn how to dissolve an LLC in Georgia.
Understanding LLC Dissolution in Georgia
Dissolving a Georgia LLC is part of officially winding up a company’s affairs and removing its standing as a legal business entity within the state. You’ll need to dissolve an LLC when the company’s business purpose is completed, when you no longer need the LLC, or when the company is no longer economically viable. To dissolve a business in the state of Georgia, you’ll need to make a filing with the Secretary of State.
Why Dissolve an LLC in Georgia?
Dissolution is good for your LLC when you no longer want to operate it or if you want to pursue another business venture. If you’ve created multiple LLCs for multiple purposes, dissolving the LLCs you don’t use is a good idea. Reasons to dissolve an LLC include:
- Loss of profits or business viability
- Investing in other business opportunities
- The LLC is no longer needed
- The business is closed
- If you are no longer allowed to operate a US business
However, if you’re a visa holder who created an LLC, you don’t need to dissolve a Georgia LLC that is still in use or has a business purpose, even if you’re no longer in the US.
How to Dissolve an LLC in Georgia in 7 Steps
Dissolving an LLC in Georgia requires that you follow the steps outlined in the company’s operating agreement. You’ll need to file formally with the Secretary of State and the Georgia Department of Revenue to wrap up business activities. Depending on the nature of the business and its assets and liabilities, you may need to take additional steps for dissolution.
1. Review Your LLC’s Operating Agreement
The operating agreement will include key information that proves the member’s ownership of the LLC and their rights regarding its dissolution. Understanding the specific dissolution procedures outlined in your LLC’s operating agreement is essential. Typically, the LLC’s operating agreement will outline the requirements and procedure for company dissolution, including all board members’ unanimous vote.
2. Vote to Dissolve an LLC
Then, you will need to meet with all LLC members to discuss and approve the dissolution decision. If there isn’t a unanimous agreement, you’ll need to discuss the pros, cons, and alternatives to dissolution until all members can reach a consensus.
3. File Articles of Dissolution
Prepare and file the necessary legal paperwork, known as Articles of Dissolution, with the Georgia Secretary of State. In Georgia, you must file Form CD 415, Certificate of Termination for a Georgia Limited Liability Company.
You can submit the form online free of cost or via mail for a $10 fee. If you need expedited filing, you can pay $100 to have the company dissolved within 24 hours. You can pay by check, certified bank check, or money order payable to the “Secretary of State.” However, you can’t pay by cash.
You can mail the form to:
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
In Georgia, the certificate of termination must be signed by a member, manager, organizer, or attorney for the LLC. If the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary, the certificate of termination can be signed by a fiduciary.
4. Notify Tax Agencies and Pay Remaining Taxes
Before starting the dissolution process, you must ensure you have paid all remaining taxes that are due. Ensure you file all necessary tax returns, including income and employment tax returns, with the appropriate tax authorities.
You will need to confirm the LLC dissolution with the Georgia Department of Revenue. Consult with a tax professional or CPA to accurately complete these filings and make all necessary payments.
5. Inform Creditors and Settle Existing Debt
If the business has any outstanding debts, such as credit card debt or loans, you’ll need to pay these off as part of the dissolution process. Even without debt, you should notify creditors and close any lines of credit as part of dissolving an LLC.
6. Wind Up Other Business Affairs
As part of dissolving an LLC, it’s important to wind up all other aspects of business operations. This includes:
- Notify suppliers and customers
- Cancel business licenses and permits
- Handle employee matters, including severance packages, if relevant
- Close company bank accounts
7. Distribute Remaining Assets
Once all debts, obligations, and tax liabilities have been settled, distribute the remaining assets and profits among the LLC members according to the agreed-upon terms outlined in the operating agreement.
This may include equal distribution amongst members or another specified distribution. If the LLC has outstanding debts, the members may be liable for paying off these debts.
How Much Does It Cost to Dissolve an LLC in Georgia?
If you file to dissolve an LLC in Georgia through online filing, it’s free. If you mail in the certificate of dissolution, you’ll need to pay a $10 processing fee. If you need 24-hour expedited filing, you can pay a $100 expedited dissolution filing fee. You can pay by check, certified bank check, or money order.
Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Georgia?
It’s possible to dissolve an LLC yourself. For most companies, you don’t need to hire an LLC dissolution service in Georgia. However, it can be more advantageous to tap professional assistance for this matter, especially if the LLC has outstanding debt, distribution of assets, outstanding taxes to file, or significant physical assets to sell as part of the dissolution process.
Therefore, the support of a tax professional, lawyer, or professional dissolution service can make more sense in complex situations.
Using doola to Help Dissolve an LLC in Georgia
If you need professional help or don’t want to take the time to dissolve an LLC in Georgia, doola can help with LLC dissolution. With doola dissolution service, you’ll create an account, and doola will collect basic information about your company. Then, doola will prepare the Articles of Dissolution and get back to you with any additional information needed.
When Georgia officially confirms the dissolution is complete, doola will let you know immediately. It’s that simple! Get doola LLC dissolution to save time and avoid the hassle of dissolution!
How long does it take to dissolve an LLC in Georgia?
It usually takes seven to 10 days to dissolve an LLC in Georgia. However, you can pay $100 for expedited 24-hour dissolution of an LLC.
Can I dissolve my LLC without notifying my members in Georgia?
You must inform all members in Georgia before dissolving an LLC. You will have to act according to the operating agreement. Usually, LLC dissolution requires the unanimous agreement of all LLC members.
Can I dissolve my LLC if I have pending lawsuits in Georgia?
Generally, you cannot dissolve an LLC if there are pending lawsuits in Georgia. However, it’s worth speaking with a local business lawyer to understand your situation’s options.
Can I cancel my EIN once my LLC is dissolved in Georgia?
While you cannot cancel an EIN, if you no longer need the EIN, you can inform the IRS to close the business account. To do this, you must send a letter to the IRS that includes the complete legal name of the entity, the EIN, the business address, and the reason why you wish to close your account. Include a copy of the EIN Assignment Notice issued with your EIN. Mail this information to:
Internal Revenue Service
Kansas City, MO 64108
Internal Revenue Service
Ogden, UT 84201
What happens if I don’t properly dissolve my LLC in Georgia?
If you don’t properly dissolve your LLC in Georgia, you’ll still be responsible for filing annual reports, maintaining a Georgia registered agent and registered office, and any applicable taxes. If you fail to do this, the Secretary of State may put the LLC into administrative dissolution.
Can I reopen a dissolved LLC in Georgia?
You can reopen or revive a business in Georgia within five years of administrative dissolution. If you dissolve the business directly, you must create a new LLC.