What do we do when we want to dissolve a company in Georgia? That depends on several different factors.
- What type of business entity is being dissolved?
- Are there any remaining assets in the business, and will there need to be a liquidation?
- Are there any outstanding debts?
- Are the business owners all in agreement about dissolving the company?
We cover how to dissolve a business in Georgia the correct way by providing you with the appropriate forms, information about the dissolution process, and what to do if you change your mind and need to undo a dissolution of your company.
How to Dissolve an LLC in Georgia
How much does it cost to dissolve an LLC in Georgia? Well, as a business owner, you must file Articles of Dissolution with the Georgia Secretary of State. Filing Articles of Dissolution in GA will cost you nothing (no fee), however, it will cost $10.00 for a paper copy of the filing fee.
- These articles must include the LLC’s name, the effective date of the company’s dissolution, what led to the company’s dissolution, and the information (name, address, and signature) of the person appointed with dissolving the company if the company has no members.
- The appropriate form to dissolve an LLC in Georgia can be found on this page.
- If you are interested in restoring a dissolved limited liability company, you can file a Statement of Reinstation of Dissolution for Georgia Liability Company within 120 days of filing the Articles of Dissolution.
Dissolving an LLC in Georgia is required by law, and the process to dissolve a business in Georgia is complicated. You will need to complete multiple steps before entering a proper Georgia LLC dissolution. To eliminate potential liability, lawsuits, and additional fees, you should consider using the services of a Business Filing Services Company that can affordably dissolve your Georgia LLC for you.
How to Dissolve a Corporation in Georgia
A corporate dissolution (for a C-Corporation or S-Corporation) in Georgia can be done whether a company has issued shares or has not yet issued shares.
- If a company has issued shares, the Articles of Dissolution must be adopted by a majority of the shareholders.
- If the company has not yet issued shares, the dissolution must be approved by a majority of the business owners or the Board of Directors of the company.
The appropriate forms to dissolve a company that has issued shares (and those that haven’t) can be found here. This is the specific form you will need to fill out in order to file for an article of dissolution for a Georgia corporation.
For non-profit companies, there are dissolution processes for corporations that have commenced operations to conduct their affairs and those that have not. As a business owner, you can file a Reinstation of Dissolution if you decide you want to restore a dissolved corporation or file re-incorporation articles for a non-profit.
The restoration of a dissolved corporation (C-Corp, S-Corp, or Non-Profit) must occur within 120 days of dissolving the corporation.
To dissolve a Corporation in Georgia, there are multiple requirements and non-compliance that can lead to serious legal consequences. To dissolve your Georgia Corporation the right way, you should consider using the services of a Business Filing Services Company that can do this for you at an affordable, flat fee.
How do I Dissolve a Partnership or Sole Proprietorship in Georgia?
The methods for discontinuing businesses in Georgia really are dependent on how it has been legally organized and the business structure itself. So, for a Sole Proprietorship or a Partnership in Georgia, you will not have to file a form, there are no state-mandated formal requirements to shut up shop for these types of businesses in Georgia.
The process is simple, you must pay any outstanding debts, there is no formation paperwork or dissolution paperwork to fill out, once the debts have been taken care of, you simply terminate accounts and move on. This means that you literally do not have to officially dissolve a Sole Proprietorship or Partnership in Georgia.
Common Filing Requirements and Actions for Dissolving LLCs and Corporations
While there are specific processes that companies must go through to receive a certificate of dissolution from the state of Georgia, which officially end the existence of a Georgia business, it is important that financial debts get settled, bank accounts are closed, outstanding tax obligations (such as sales taxes, business taxes, and state taxes) are paid, and all payroll obligations are fulfilled.
Companies going through a voluntary dissolution must be in good standing with the Secretary of State for the state of Georgia and need to adhere to all state laws surrounding the dissolution process.
Once a Georgia company has been dissolved, and its Articles of Incorporation or Articles of Organization are no longer valid, you should make the Internal Revenue Service aware that the Georgia business has been dissolved.
This notification to the IRS should be in the form of a letter that includes the Business Name, its Federal Tax ID Number (EIN or FEIN), the business address, and the reason for the dissolution.
The Georgia company will need to file a final tax return after you have filed for dissolution (both a federal tax return and state tax return) with the IRS and the Georgia Department of Revenue.
Why Do I Need to Dissolve My Georgia Company?
If you are going to be ending your business, you may wonder why go forward with paying the filing fees and submitting paperwork to dissolve the company? Doesn’t the business just stop once you decide to stop?
Not necessarily – failing to dissolve a company properly can lead to penalties, potential lawsuits, and other fees until the company is formally dissolved with the Georgia Secretary of State. It is more cost-effective to pay to dissolve your Georgia company the right way than it is to face penalties, unknown taxes, and late fees.
Other Important Information:
When companies are going through the dissolution process, many internal factors control how the dissolution is authorized or how it occurs. A Georgia company’s operating agreement or corporate by-laws may require a certain percentage of the company’s owners, its board of directors, or its shareholders to vote on the corporate entity’s dissolution.
For paper forms, which cost an additional $10, you can find company dissolution forms for all types of entities in Georgia, as well as other valuable corporate forms at the state agency that handles corporate affairs – the Georgia Secretary of State’s website.
In addition to paper forms, companies have ample resources to e-file articles of dissolution or other filings such as annual reports, changes of registered agents, and more. This can be done through the Georgia Secretary of State by setting up a business account to submit these forms conveniently and easily.
The simplest way to dissolve a business in Georgia is to utilize the services of a professional Business Filing Services Company that will do it all for you. This will eliminate unnecessary administrative costs and potential liability and will ensure it is done correctly and according to Georgia law.
Georgia Company Dissolution by Mail
If you do not want to E-File to dissolve your business in Georgia, you can mail the dissolution form to the GA Division of Corporations. You must send a check for $10.00 which includes getting a letter of acknowledgment from the GA DOC.
When paying this fee, make sure to include a letter containing your telephone number, return address, and certification requirements, and mail to:
2 MLK Jr. Drive
Suite 313 Floyd West Tower
Atlanta, Georgia 30334-1530