How to Terminate an LLC in Georgia

By Cindy DeRuyter, J.D.

How to Terminate an LLC in Georgia

By Cindy DeRuyter, J.D.

When a limited liability company, or LLC, in Georgia decides to go out of business, its members must officially notify the state and make sure several legal requirements are met before shuttering its doors. Here's what you need to know.

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Terminating Registration of a Georgia LLC

If you have an LLC in the state of Georgia and plan on going out of business, state law mandates that a series of steps be followed in order to terminate its registration.

Here's what you need to do to terminate this specific business entity in Georgia.

1. Verify that the LLC's status with the state is active and current.

Before you can close your Georgia-based LLC, you must ensure the company is current on its registration fees and deemed active by the Georgia Secretary of State's office. Visit the Georgia Corporations Division website to view your company's current status. If your current status is "active/noncompliance," it's because registration fees are overdue. You must pay this outstanding balance before closing your business.

2. Prepare a certificate of termination.

LLC members (or owners) wishing to dissolve their business must either file articles of dissolution or file a document called a certificate of termination with the state.

Your articles of dissolution or certificate of termination must include the following information:

  • The name of your LLC.
  • A statement attesting that your company has paid or made provisions to pay all of its known debts, liabilities, and obligations or that those obligations were discharged or are barred.
  • A statement attesting that the company is not currently the subject of any known lawsuits or other legal actions in any jurisdiction. If the LLC is subject to any judgments, orders, or decrees, it must have also already made arrangements or provisions to satisfy such obligations.

Businesses may—but are not required to—use the sample Certificate of Termination form (Form CD 415) provided by the state. Alternatively, you can draft your own certificate of termination or use a reputable online legal services provider to assist you.

 

Your certificate of termination, or dissolution request, must be signed by an LLC member, a court-appointed fiduciary, or an attorney-in-fact and it must indicate their specific role.

4. Mail required documentation to the Secretary of State's office.

After preparing and signing your articles of dissolution or certificate of termination, mail it to the Secretary of State's Office, Corporations Division, for processing. As of June 2018, there is no fee for filing dissolution paperwork.

5. Watch for the state to issue your confirmed certificate of termination.

Unless you indicate a different termination effective date, the state terminates your LLC on the date it receives your request to dissolve the company. However, it can take up to eight days for the Corporations Division to process your request. The Georgia Secretary of State Corporations Division mails you a confirmation after it processes your dissolution request.

To dissolve an LLC in Georgia, you must make sure your company is active and current with the Secretary of State. You cannot close your company until you have an active, compliant status. Once you're up to date, you may prepare, sign, and file a certificate of termination that legally closes your company, deeming it out of business.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.