Georgia LLC Administrative Dissolution: What Happens & How to Reinstate

What happens if my LLC is dissolved by Georgia?

If Georgia administratively dissolves your LLC, you lose the right to conduct business in the state. The Secretary of State dissolves your LLC if you fail to file your annual registration between January 1 and April 1 each year. After notice, you have 60 days to cure the default. If you don't respond within 60 days, your LLC is dissolved under O.C.G.A. § 14-11-603, and you cannot legally operate, sign contracts, or hold property in the LLC's name.

How Administrative Dissolution Works

The Secretary of State sends notice when your annual registration is delinquent. You have a 60-day grace period to file the missing report and pay the $25 late-filing penalty. If you don't respond within 60 days, the Secretary of State administratively dissolves your LLC without court action or your consent.

Once dissolved, your LLC loses legal authority to conduct business. You remain liable for all debts and obligations incurred before dissolution. Your personal liability protection may be compromised if you continue operating after dissolution.

Reinstatement Requirements & Costs

You can apply for reinstatement within five years of administrative dissolution. The total cost includes:

Reinstatement fee: $260.00
All delinquent annual registration fees: $60.00 per year
Late penalties: $25.00 per year of noncompliance

File your reinstatement application through the Georgia Secretary of State's online portal at https://ecorp.sos.ga.gov/Account. Include your LLC's control number or legal name, registered agent information, and principal office address.

After five years, you lose the right to reinstate. You must form a new LLC if you want to resume business operations.

How to Avoid Dissolution

File your annual registration every year between January 1 and April 1. Set calendar reminders 30 days before the April 1 deadline. Filing online takes minutes and costs only $60.

Contact the Georgia Secretary of State

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

Check your LLC's status at https://ecorp.sos.ga.gov/BusinessSearch.

This is general information, not legal advice.