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How to Dissolve an LLC in Georgia

January 6, 20258 minute read
Dissolve an LLC in Georgia
Dissolve an LLC in Georgia
Dissolve an LLC in Georgia

Closing a Limited Liability Company (LLC) in Georgia is straightforward. The business can shut down without any obligation to file documents with the state or pay taxes.

It does not matter if you choose to close the business yourself or the Georgia state decides to dissolve the LLC, you have to go through the needed steps.

This guide will help you clarify how to go about every single step to dissolve an LLC in Georgia.

1. Hold a Meeting and Approve Dissolution

To be first able to dissolve an LLC, you have to strictly adhere to your LLC’s operating agreement. Usually, the following happens:

Seeking a Meeting: An intention to dissolve the company has to be communicated to the members of the LLC, and such intent, as per the rules outlined, has to be disseminated within an appropriate period.

Voting in Favor of Dissolution: Most agreements when dissolving identify the votes required to be able to dissolve a company. Most of the time, this does not exceed a majority.

Recording the Decision: When the motion has been passed, the motion itself, the date, and the vote counts are recorded by the meeting administrator. This becomes a legal document to show that the company has been dissolved.

If your LLC does not have an operating agreement, follow Georgia state laws, which generally require a favorable vote among members to approve dissolution.

2. Settle Outstanding Debts and Obligations

Before proceeding further with the formal dissolution, you should check that your LLC does not have any outstanding debts and obligations. This measure is important if you wish to minimize possible future legal or financial problems. Here is what you should undertake:

Pay-Off Creditors: Examine all existing debts and settle them. Such financial obligations comprise loans, vendor invoices, etc.

Complete Pending Contracts: Honor any perpetual signing obligations that you may have or enter into termination agreements with the clients and partners.

Address Payroll and Employee Benefits: Make arrangements to ensure that all last paychecks and any severance payments or benefits are made to employees.

Tax Liabilities: Investigate obligations of any gross sales tax or even income taxes, state overage, federal tax payment cycles, sales tax, unemployment tax, or other tax payments that might be overdue.

All settlements must be documented and provided to give evidence of the settlement and protect you from future disputes.

3. Notify Tax Authorities

This closing of all tax accounts is also the final procedure in the process of dissolution. In Georgia, this entails:

Filing a Final Tax Return: Submit your last LLC income tax to the Department of Revenue in Georgia. On the tax return, you will indicate that this is your final tax providing.

Paying Outstanding Taxes: Clear any overdue state taxes such as sales and use tax or franchise tax.

Cancelling Your EIN: Notify the IRS to cancel your Employer Identification Number (EIN) by sending a written request. Include the EIN, the LLC’s legal name, and the reason for cancellation.

Such cancelation along with the submission of tax authorities ensures that no future tax filings or payments are owed by the LLC.

4. File Articles of Dissolution

These Articles need to be submitted to the Georgia Secretary of State to legally dissolve your company. Thereafter, the life of your company reaches its formal legal end. To complete this process, kindly follow these systematic steps:

Access the Form: To gain access to the required articles’ form, navigate to the Georgia Secretary of State’s official website.

Complete the Form: Enter all form fields including but not limited to the LLC’s name, combination date of dissolution approval, and other pertinent information.

Submit the Form: The last step involves sending the completed form either online, via mail, or in person. The filing fee is $10 for all online file submissions and $30 for those lodged via email. If an expedited request is made, an additional charge is incurred.

The Articles of Dissolution are processed to the point where, the LLC, in the eyes of the law, ceases to exist,

5. Notify Relevant Parties

Regardless of whether their business is already set up for such, once the Articles of Dissolution are filed, all pertinent parties must be informed of the LLC’s dissolution. This includes:

Customers and Clients: Inform them about the dissolution and provide updates on how their accounts or services will be handled.

Vendors and Suppliers: Inform vendors and suppliers to stop deliveries or services and offset any amounts owed.

Banks and Financial Institutions: Discontinue your LLC’s business bank account, credit cards, or any business lines of credit.

Business Partners and Contractors: Give formal notice to any business partners, contractors, or collaborators affected by the dissolution of the LLC.

Establishing all these parties together fosters efficient communication that alleviates confusion.

6. Cancel Business Licenses and Permits

Most often, LLC businesses have an extensive range of permits and commercial licenses at the federal, state, or local. To ensure that the LLC does not incur needless expenses for maintenance fees or penalties, this must be done:

Locate Existing Licenses: All working licenses, registrations, permits, and any other existing documents related to the LLC must be compiled and listed.

Reach out to Authorities: The relevant agencies must be contacted to revoke the permits or licenses.

Make Revocation Applications: Both the set procedures for each document which may require some fees and forms to be submitted are needed.

It is important to note that not revoking the licenses will only lead to unnecessary costs or regulatory problems.

7. Maintain Records

You must still keep the records of dissolution for some time even after your LLC has been dissolved. They include the following:

Dissolution Records: These would be copies of the Articles of Dissolution and the minutes of the meeting whereby the dissolution was voted for.

Financial Records: Tax returns, tax payments, and the final accounts of the company when these were rendered.

Settlement Records: Debt settlement agreements, lease termination agreements, and distribution of assets agreements.

According to state regulations in Georgia, these records should be kept for not less than five years but you can keep them for longer if you want.

Common Mistakes to Avoid When Dissolving a Georgia LLC

Failing to File Articles of Dissolution: If you do choose to forget about this submission, then your LLC remains within the books of the state and it incurs unnecessary fees and penance.

Overlooking Tax Notifications: Failure to file tax notifications may create problems with the Internal Revenue Service Georgia Department of Revenue, which is not good.

Ignoring Creditors: Ignoring unpaid debts may expose the members to personal lawsuits against the LLC.

Rushing the Process: Look at all legal and financial aspects that have to be met first before proceeding with the dissolution.

Alternatives to Dissolution

In case you do not want to go ahead with the complete dissolution of your company, you may consider as follows:

Converting the LLC to an Inactive Status: This will provide you an option to go inactive without dissolving the company completely.

Purchasing Another Business: Acquiring another business infrastructure while disposing of your own.

Liquidating the LLC: In case you find your company worth something you can sell it off.

These options can provide some utility for your LLC while solving your current issues.

Dissolve Your LLC with Easyfiling

Conclusion

The dissolution of an LLC in Georgia involves several steps that can be delicate. A general rule to keep in mind is that how business partnerships are formed governs the way they are disbanded. There is an important distinction between involuntarily and voluntarily dissolving an LLC.

The process has items that are important and do require thoughtful consideration as they label any possibilities for claims in the future. If at any point in time you are uncertain about any step please do seek out a legal professional or a finance specialist who can offer extra support.

To know more and portal for help regarding dissolution of LLC visit EasyFiling, and get a plethora of solutions and professional help for your business. Book a free consultation today to dissolve an LLC in Georgia.

Frequently Asked Questions (FAQs)

How long does it take to dissolve an LLC in Georgia? 

The processing time for Articles of Dissolution is usually 7-10 business days if filed online. Expedited processing is available for an additional fee.

Do I have to contact the IRS while proceeding to dissolve my LLC?

Yes, If you want to dissolve your LLC, you need to get in touch with the IRS and explain to them that you wish to cancel your EIN.

Can I dissolve my LLC if I still owe debts? 

No, you will have to settle all of your debt and liabilities before proceeding with filling the Articles of Dissolution. Otherwise, you run the risk of facing personal and/or legal consequences.

What If I did not apply for a formal dissolution of my LLC?

There are always records with the state that indicate the existence of your LLC, thus you must continue paying fees, and taxes, and meeting the compliance obligations.

For a new start, do I have to register my LLC again?

Unfortunately, your LLC has been dissolved and cannot be opened again. Therefore, if you want to restart your business, you will have to apply for a new LLC.

nabin adhikari

Nabin Adhikari

Nabin Adhikari is the Founder and CEO of EasyFiling Inc. He is a young entrepreneur carrying the aim of helping all fellow entrepreneurs throughout the world to expand their businesses in more successful countries like the United States, the United Kingdom, and more. With over 10 years of experience in forming companies, Nabin is here today sharing his hands-on experience and information to all the interested people around the world.
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