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How to Dissolve an LLC in Georgia

How to Dissolve an LLC in Georgia in 5 Steps

October 30, 2024

Dissolving a limited liability company (LLC) in Georgia is a process that requires careful consideration and adherence to state laws to ensure all obligations are met and liabilities are appropriately handled.

In this article, we will guide you through the detailed steps needed to legally close your business in Georgia, ensuring that all financial and legal obligations are met.

How Do LLC Dissolutions Work in Georgia?

When an LLC in Georgia decides to terminate its existence, it must go through a formal process known as dissolution. Dissolution legally ends the existence of the LLC and involves settling debts, distributing assets, and fulfilling final tax obligations. This process is crucial to avoid ongoing fees or potential legal issues that may arise from abandoning an LLC without properly dissolving it.

The Georgia Secretary of State requires that specific procedures be followed to dissolve an LLC legally. This includes the clearance of all tax liabilities, notification to creditors, and proper distribution of remaining assets among members according to the LLC’s operating agreement or Georgia state law if the agreement is not specified.

Why You May Want to Dissolve Your Georgia LLC?

There are several reasons why business owners decide to dissolve their LLCs:

  • Business Closure: The most common reason is the decision to cease operations, perhaps due to retirement, market conditions, or personal circumstances.
  • Merger or Acquisition: The LLC may be merging with another company or being acquired, necessitating dissolution as part of the process.
  • Financial Difficulties: Financial challenges that lead to bankruptcy can also necessitate the dissolution of the LLC.
  • Internal Disagreements: Sometimes, disagreements among members cannot be resolved, leading to the dissolution of the entity.

5 Steps to Dissolve an LLC in Georgia

Step 1: Hold a Vote with LLC Members

First, convene a meeting with all LLC members to vote on the dissolution of the company. Georgia law requires that the decision to dissolve should be approved by members holding at least a majority of the votes in the LLC unless the operating agreement states otherwise.

Step 2: File Articles of Dissolution

Once the decision to dissolve has been made, file the Articles of Dissolution with the Georgia Secretary of State. This can be done online or by mail. The form will require information such as the LLC’s name, the effective date of dissolution, and a statement confirming the dissolution vote by the members.

Step 3: Notify Creditors and Settle Debts

Legally, you must notify all known creditors of your LLC’s dissolution and settle all debts. This includes paying off loans, credit lines, and any vendor accounts.

Step 4: Distribute Remaining Assets

After debts have been paid, distribute the remaining assets among the LLC members according to the provisions of the operating agreement or based on the ownership percentages if not specified.

Step 5: Cancel Permits and Licenses

Cancel any business licenses or permits that are in the name of the LLC to avoid incurring new liabilities.

How Much Does Dissolving an LLC in Georgia Cost?

The filing fee for the Articles of Dissolution in Georgia is relatively modest, usually around $100. However, the total cost of dissolving an LLC can vary depending on legal fees, tax advice, and the complexity of settling the company’s debts and distributing its assets.

How Sunset Can Help You Dissolve Your LLC in Georgia

Sunset assists business owners with the dissolution of their LLCs in the US.

We handle the preparation and filing of all necessary documentation, provide guidance on settling debts and distributing assets, and ensure compliance with all state requirements to make the dissolution process as smooth and hassle-free as possible.

For more details on how Sunset can help, fill this form today.

* This is legal or tax advice.