How to Dissolve an LLC in Georgia | Step-by-Step Guide

How do I dissolve an LLC in Georgia?

To dissolve your Georgia LLC, approve dissolution under your operating agreement or state law, file a Statement of Commencement of Winding Up, settle all claims and liabilities, then file a Certificate of Termination with the Georgia Secretary of State. There is no filing fee. The process is governed by O.C.G.A. Title 14, Chapter 11, Article 6.

The Dissolution Process

Step 1: Approve Dissolution
Your LLC members must approve dissolution according to your operating agreement or Georgia law requirements.

Step 2: Verify Current Status
Before filing, ensure your LLC is current on all annual registration obligations and fees under O.C.G.A. § 14-11-603. If you owe the $60 annual registration fee or late penalties, pay these first. The Secretary of State will not accept dissolution filings from delinquent LLCs.

Step 3: File Statement of Commencement of Winding Up
Submit this statement to the Georgia Secretary of State to begin the statutory winding-up process. This initiates your right to settle claims and wind down operations.

Step 4: Settle Claims and Liabilities
Address all known and unknown claims against the LLC. You may elect to publish notice of claims under O.C.G.A. Title 14, Chapter 11, Article 6 to manage potential liabilities during winding up.

Step 5: File Certificate of Termination
Once winding up is complete and all liabilities are settled, file the Certificate of Termination to officially terminate the LLC.

Filing & Fees

Both dissolution documents are filed with the Georgia Secretary of State, Corporations Division:

Online: https://ecorp.sos.ga.gov/Account
Mail: 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334
Phone: (404) 656-2817
Filing Fee: $0.00

Important Considerations

Tax Obligations
Georgia does not require a state tax clearance certificate to dissolve. However, file a final federal tax return with the IRS and a final return with the Georgia Department of Revenue.

Administrative Dissolution
If your LLC is administratively dissolved due to missed annual registrations, you must apply for reinstatement (paying a $260 reinstatement fee plus delinquent fees and penalties) before you can voluntarily dissolve.

Search Your Status
Verify your LLC's current status at https://ecorp.sos.ga.gov/BusinessSearch before filing dissolution documents.

This is general information, not legal advice.