How To Close An LLC In Georgia? What You Need To Know

If you own an LLC in Georgia, there may come a time when your business days are done and you want to dissolve the company. But when you voluntarily dissolve your LLC in Georgia, you need to follow state law. Otherwise, you could face fines and fees.

That’s why we’ve created this guide. It covers everything you need to know before you dissolve a Georgia LLC. Keep reading to learn more.

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What Form Do I File To Dissolve My LLC?

Under Georgia law, you need to file form CD-145 to dissolve a limited liability company. This is the state’s termination form and filing it is the first step toward having your Georgia LLC formally dissolved. 

That being said, you may need to file separate forms with the Secretary of State, depending on the nature of your Georgia LLC certificate. But most LLC members don’t have to worry about this.

How To Dissolve An LLC In Georgia?

Now that we’ve covered the main form you need to submit in order to dissolve a Georgia limited liability company, let’s take a closer look at step-by-step instructions for the process as a whole. Here’s what you should do if you want to voluntarily dissolve your Georgia LLCs in a way that will comply with the Georgia Department of State and the Secretary of State.

Follow Your Operating Agreement

The first thing you should look at is your Georgia LLC operating agreement. This will tell you what procedures you need to follow in order to have a valid Georgia LLC dissolution.

For example, your Georgia LLC operating agreement may include requirements covering:

• How many LLC members need to agree to the dissolution
• How any outstanding business debts and LLC assets should be handled
• What type of proper written notice is required before conducting a dissolution vote amongst LLC members

These are all requirements you’ll need to follow as you complete the voluntary dissolution process. If you don’t provide direct notice to all members or complete the winding up process correctly, some LLC members may be able to keep your business entity open or sue you.

If your business in Georgia doesn’t have an operating agreement (or has no requirements for dissolution in its operating agreement) then you can proceed a bit more freely. It’s just an important document to check before you move forward to dissolve an LLC.

Wind Down Your Business

After checking your operating agreement, the next thing you should start doing is completing the wind-down process. This involves taking care of any LLC liabilities and tax accounts that may be outstanding.

If you have tax liabilities through various tax accounts, you’ll want to start paying those off. You may also need to obtain tax clearance from the state for things like unemployment insurance taxes, employee withholding tax, and other tax accounts through the corporations division or Secretary of State.

Once you have tax clearance in Georgia, you can begin distributing any remaining assets to LLC members in a timely fashion. The steps you need to follow while doing this can vary based on your operating agreement and other online filings you may have already made. Be sure to check with the appropriate agency before you file online for your business in Georgia if you’re unsure.

File Articles Of Dissolution

Now all that’s left to do is to file articles of dissolution, which means submitting form CD-145 under Georgia law. This document is also sometimes referred to as a certificate of termination.

You can file your certificate of termination online or through the mail. There’s no filing fee if you submit the certificate of termination for your business in Georgia online. But if you want to dissolve an LLC through the mail, filing fees of $10 will apply. 

Do I Need Tax Clearance To Dissolve My Business?

Yes, before you can get a certificate of termination for your business name, you first need to have tax clearance Georgia. The requirement is true for other entities that transact business in the state as well, such as nonprofit corporations and companies with corporate records.

In order to obtain tax clearance, your dissolved LLC must pay any outstanding taxes it may have due in the state and resolve any actions pending against it to remain in good standing at the time of dissolution. Once you close your tax accounts, you can pay for expedited processing to speed up the administrative dissolution of your business operations, if you wish to do so.

What If I Just Stop Filing Statements Of Information?

Instead of going through this whole process, you may just prefer to stop paying annual report fees or providing a mailing address to the corporation’s division. If you do that, your Georgia corporation or LLC will be dissolved administratively.

However, if you don’t get a certificate of termination with adequate provisions, it’s also possible you’ll face a lawsuit – especially if you have past-due annual registration fees, taxes, or a few matters besides those.

So you file annual reports then stop, you could incur an additional fee. And if your business or nonprofit corporation is not in good standing, it could be sued for past due balances and you might have to hire a law firm.

The bottom line is that it’s much easier to submit the written document directly and get your certificate of termination instead of going through all of this. Whether you conduct business through a foreign LLC or have a business name in the state, this is almost always going to be the better option.

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Conclusion

Dissolving an LLC in Georgia is something that you may not have ever planned on doing when you created the company mailing address and filed your first annual report. But if you have to do it, it’s important to be smart about how you proceed.

Be sure to follow any arrangements stipulated in your operating agreement and wind down any past-due balances and tax accounts that could prevent you from dissolving the company. If you do that, you’ll be ready to dissolve your company by submitting form CD-145.

We wish you all the best moving forward. And if you decide you need a registered agent or help with starting a new LLC down the road, we have plenty of resources to guide you through those processes in Georgia.

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