To dissolve an LLC in Georgia, the following legal steps must be taken:
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Hold a meeting of the LLC's members or managers to vote on the dissolution. If the LLC has a written operating agreement, it may specify the voting requirements for a dissolution. If there is no operating agreement or the agreement is silent on the matter, a majority vote of members or managers is usually required to approve the dissolution.
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File Articles of Dissolution with the Georgia Secretary of State. The Articles of Dissolution must state the LLC's name, the date of dissolution, and the general nature of the business being wound up. You can file online or by mail to the Corporations Division of the Georgia Secretary of State.
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Give notice of the dissolution to known creditors and claimants. If the LLC has creditors or liabilities, they should be given notice of the dissolution. This can be done by sending individual written notice to each known creditor or by publishing notice in a local newspaper. Notice must be given within 30 days of the filing of the Articles of Dissolution.
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Wind up the LLC's business affairs. After the dissolution has been approved and notice given, the LLC must settle its outstanding obligations and distribute any remaining assets to the members according to their ownership interests. This may involve selling assets, paying off creditors, and filing final tax returns.
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Cancel any business licenses or permits. The LLC should cancel any business licenses or permits that it holds with local, state, or federal agencies.
It is important to note that dissolution does not necessarily provide protection from all claims or liabilities that may arise after dissolution. A dissolved LLC may still be subject to lawsuits, tax claims, or other legal issues. It is recommended to seek the advice of a licensed attorney in order to determine the specific steps that must be taken to dissolve your particular LLC in Georgia.
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