Any business that wishes to engage in significant commerce within Georgia must register with the Georgia secretary of state, which requires all registered businesses to maintain a public record of their registration. Terminating a Georgia limited liability company, or LLC, requires amending the LLC’s public record. To dissolve a Georgia LLC, you must file a document, called a Certificate of Termination, with the Georgia secretary of state.
Make sure that your company is eligible for termination. Under Georgia law, an LLC must satisfy all debts, liabilities and obligations incurred in order to dissolve. An LLC also may not dissolve if there is pending litigation against it. You may need to consult with your company’s accountant to determine if all company debts and obligations are paid.
Make sure that you have paid all pending filing fees. The Georgia secretary of state will only allow an LLC to terminate if it is in compliance with paying yearly taxes and fees. The Georgia secretary of state maintains an online database of all businesses registered in Georgia where you can search for your company and determine whether it is in compliance (see Resources). If your company is not in compliance, contact the Georgia secretary of state -- at 404-656-2817 -- to determine what taxes and fees your company has not paid.
Download the CD 415 form or draft your own Certificate of Termination (see Resources). Georgia does not require a specific form for filing a Certificate of Termination. However, the CD 415 form includes the minimum provisions required by statute to terminate an LLC. If drafting your own Certificate of Termination, use the CD 415 form, which includes the necessary provisions pertaining to outstanding debt and litigation, as your reference.
Fill out your Certificate of Termination. At a minimum, provide the name of your company and the required provisions pertaining to outstanding debt and litigation found in the CD 415 form. You have the option of including other provisions. Sign and date the Certificate of Termination.
File with the Georgia Secretary of State. As of 2010, there is no fee for filing a Certificate of Termination. You must file your Certificate of Termination by mail to Corporations Division, 315 West Tower, #2 Martin Luther King Jr. Drive, Atlanta, GA 30334.