Have you decided to stop transacting business with your Georgia limited liability company? The state of Georgia legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Georgia.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Georgia is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Georgia.
How to Dissolve a Domestic Georgia LLC
Any LLC that was formed in Georgia must file the Certificate of Termination (Form CD-415) in order to dissolve. This form requires the following information:
- LLC name
- Affirmation that all debts have been paid or that adequate provisions have been made for the LLC’s debts
- Affirmation that there are no pending court proceedings or that adequate provisions are in place for any court cases
- Effective date of dissolution
- Title and signature of authorized representative
There is no filing fee for the Certificate of Termination if filed online, but this filing does have a $10 fee if filed by mail or in person. If you choose to mail it, you can send it to the following address:
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
It generally takes 15 business days for the Secretary of State’s office to process your LLC dissolution if filed by mail or 5-7 days when filed online. However, you can pay $100 to have your paperwork processed within 24 hours, $250 for same-day service, or $1,000 for one-hour service.
How to Dissolve a Foreign LLC in Georgia
Do you need to dissolve a limited liability company based outside of Georgia, but qualified to transact business within this state?
The process for dissolving a foreign LLC is slightly different in Georgia. Rather than the standard CD-415 form, you will need to file the Application for Withdrawal of Certificate of Authority with the Corporations Division of the Secretary of State’s office. This form requires the following information:
- Entity type (LLC, corporation, etc.)
- Entity control number
- Entity name
- Home state/country
- Affirmation that the LLC no longer conducts business in Georgia
- Affirmation that the Secretary of State will function as the agent for service of process
- Mailing address
- Contact information
- Title and signature of authorized representative
There is no filing fee to dissolve foreign LLCs online in Georgia, though there is a $10 fee for documents filed on a paper form. If you choose to mail your form, you can mail it to the same address:
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
Just like the Certificate of Termination, the Application for Withdrawal of Certificate of Authority takes about 15 business days to process a paper form or 5-7 business days for online filings. You can also expedite your order: one-hour processing for $1,000, same-day service for $250, or two-day processing for $100.
What Else Do I Need to Know About LLC Dissolutions in Georgia?
Your business name becomes available for others to use as soon as your dissolution is processed. So, it is recommended that you only dissolve your LLC if you have no intention of conducting further business in the state.
In certain cases, the state can administratively dissolve your business, whether it is foreign or domestic. If you fail to file your annual reports, the state will send notice by mail. Once this notice has been mailed, you have 60 days to file your annual report, otherwise the state will dissolve your business. When this happens, your business has five years to apply for reinstatement. This process requires a $250 filing fee. You can learn more about reinstating a dissolved business on the Secretary of State’s website.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Though different forms are required for domestic and foreign LLCs, the dissolution process is virtually the same for both.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Georgia LLC!