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What are the steps I need to follow to dissolve my LLC in Georgia?

Picture of Chris Battis By   ·  1 minute read

Dissolving a Limited Liability Company (LLC) in Georgia

To dissolve a limited liability company (LLC) in Georgia, the following steps need to be followed:

  1. File Articles of Dissolution: The first step in dissolving an LLC in Georgia is to file articles of dissolution with the Georgia Secretary of State. This form can be obtained from the Secretary of State's website, and it must be signed by all members of the LLC.
  2. Notify All Creditors and Claimants: The LLC must notify all known creditors and claimants of the dissolution. The notice must be in writing and sent by certified mail to the last known address of each creditor and claimant.
  3. Liquidate Assets: The LLC must sell or liquidate its assets and use the proceeds to pay off any outstanding debts or obligations. If there are any assets remaining after all debts and obligations have been paid, they will be distributed to the members of the LLC in accordance with their ownership interests.
  4. File Final Tax Returns: The LLC must file all required state and federal tax returns, including a final tax return, before the dissolution is complete.
  5. Cancel All Business Licenses and Permits: The LLC must cancel all business licenses and permits that it obtained from state and local authorities.
  6. Notify the Georgia Department of Revenue: The LLC must notify the Georgia Department of Revenue of the dissolution, and it must obtain a clearance letter from the Department of Revenue indicating that all taxes have been paid.
  7. File a Certificate of Termination: Once all of the above steps have been completed and all paperwork has been filed and approved, the LLC must file a Certificate of Termination with the Georgia Secretary of State.

It's important to note that if there are multiple members of the LLC, all members must agree to the dissolution before it can proceed. If there are disputes among members regarding the dissolution or the distribution of assets, it may be necessary to seek the assistance of a mediation or arbitration service or consult with a licensed attorney.

Additionally, if the LLC has any outstanding liabilities or obligations that cannot be paid from its remaining assets, those debts may be the responsibility of the individual members. As such, it's recommended that members of the LLC consult with a tax professional or accountant to ensure that they are not personally liable for any outstanding debts or obligations.