To dissolve a limited liability company one has to take up a set of required steps. In Georgia, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Georgia, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have an LLC in Georgia (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Georgia LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Georgia LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Georgia
- After Dissolving Your LLC
- Reasons Behind Dissolving Georgia LLC
- Georgia LLC Dissolution Review
How to Dissolve an LLC in Georgia
Dissolution of Georgia LLC requires three broad procedural steps. Having a Georgia LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Georgia Secretary of State.
Step 1: Follow Your Georgia LLC Operating Agreement
When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-
First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.
- All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
- After that, a formal date for dissolving the LLC will be decided.
- The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
- Finally, the creditors of the business are notified, and the debts of the business are settled.
This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.
Get a Professional Agent Service
When it comes to a limited liability company dissolution, it is important to get professional help. The Georgia registered agent will guide you with everything you need to close your limited liability company. When choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.
Step 2: Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the Georgia LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.
Step 3: File Articles of Dissolution
There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Georgia Articles of Organization, one has to file Georgia LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form are very easy and are discussed below.
- First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Georgia state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- On that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve Georgia Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it out.
- You must fill in all the important and legal information in the form, so you should be extra careful.
- After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
- After filling in every detail, one should submit the form through an official mail address and make a payment.
- It takes 3-5 business days after filing articles of dissolution if you are filing it by mail or in person.
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Atlanta, Georgia 30334
Online FIling: Georgia Online LLC Dissolution
Filing Fee: $10 by mail, No Fee is Needed for Online Filing
The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving Georgia LLC
Apart from these three steps, no major dissolution rules are there in Georgia. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.
There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.
- For a certain period, the property of a business requires preservation.
- If there is any civil case against the LLC, then the owner needs to finish them.
- Settle all the existing disputes of LLC.
- Transfer all the property of LLC to the names of partners.
- Release all the liabilities that the LLC owes to others.
- Rightful distribution of all the assets among members, according to their percentage of partnerships.
Cost of Dissolving LLC
LLC cost in Georgia includes the formation as well as dissolution fees. To dissolve an LLC in Georgia, LLCs have to file an Article of Dissolution. The filing fee is $10. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of direct account transfer through your prepaid accounts.
- LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Georgia LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Georgia. A registered agent can help you do the needful.
Reasons Behind Dissolving Georgia LLC
There is no way someone can create a new business entity if they don’t go through the legal regulations. If it is so important, then why is an LLC known to be a limited liability company? So, the answer to this is, it might have limited liability, but it is still a legal entity. So if you wish to dissolve an LLC in Georgia or any other state, you prefer to do it adequately. Here, let’s take a look at the reasons!
- The reputation of the name of the owners can get downgraded.
- The government will still look up the company for the payable taxes.
- Customers can file a lawsuit against the LLC and the owners.
- There is no way they can run off from the liabilities of the company.
- The owners will have to pay off the debts.
Top Businesses in Georgia!
The GDP structure of Georgia is very diversified. It is not just one or two industries that make the most of it. But there are a lot of them. Even if the industries are high in number, there are still many of them, making it come on top. If some one desires to start an LLC in Georgia, they have to go for the primary industries. Here, check out the top ones!
- Trade and repair: The states have a lot of industries that impact their economy. But doing trade and the restoration of goods is a sector that has established itself. It is contributing the most, i.e., 14%, to the GDP of the state.
- Business activities: Real estate, renting, leasing, and business activities are the ones that are also a vital part of the state. It is a sector that combines and contributes 12% to the Gross Domestic Product. So if someone is looking forward to getting into it, they can surely get into this economic sector.
- Transport and communication: One of the best things that we have got from technology is transport. Without this, we wouldn’t have been able to go to places in way less time. Also, it is communication that has made it easier too. It is contributing 9%, which is also a reasonable amount for the economy.
- Agriculture: How can we even leave this sector behind, right? It is a significant sector, and when it comes to Georgia, it contributes 7% to the GDP.
Georgia LLC Dissolution Review
Time needed: 5 minutes.
Here’s a recap of the steps you must follow when dissolving your Georgia LLC. Click on the steps in this list if you want to read the full detail.
- Follow Your Georgia LLC Operating Agreement
Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
- Close All Tax Accounts
Make sure you close all your tax accounts to avoid incurring further costs.
- File Articles of Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in Georgia
To dissolve an LLC in Georgia you need to file the Certificate of Termination with the Georgia Corporations Division by mail for $10 or online for free of cost.
To dissolve an LLC in Georgia, you must file a Certificate of Termination with the Secretary of State’s office. If you choose to file a paper certificate, it takes 15 business days. To expedite the process, you can pay up to $1,000 or request same-day or two-day service. After you file the termination certificate, your business name becomes available for other use. Dissolving an LLC is generally only recommended if you will not be doing business in Georgia anymore.
Once your LLC is dissolved, you’ll need to notify creditors and claimants of the dissolution. This is done through a statement filed with the Georgia Secretary of State. You can find out a few pieces of information from this document, such as the name of the LLC and the date of dissolution. Make sure you send it to creditors in writing. If you’re unsure of how to do this, contact a business attorney to assist you in the process. A simple mistake can be costly.
Once you’ve chosen the form of dissolution, you’ll need to submit it to the Secretary of State. E-filing articles of dissolution is the easiest method, but a paper procedure costs $10. If you plan to continue doing business under the same name, you may want to hire a business filing service company to help you. However, you can also do it yourself for a small fee.
While dissolving an LLC in Georgia requires only that the members approve, you should still be careful of the tax liabilities that may still be attached to it. If you’ve employed employees, you should have paid Unemployment Insurance Tax and Employee Withholding Tax. If you’ve used sales and use tax, you should have paid it. When you dissolve your LLC, you should file your final return and clear any remaining balances in these tax accounts.
Before you can dissolve your LLC in Georgia, you need to file a Certificate of Termination. The process is relatively easy. You can file your Certificate of Termination online, mail it in the mail, or hire a service provider to do it for you. Dissolving an LLC in Georgia is easy and costs as little as $10. However, it is important to note that you should only dissolve an LLC if it is not planning on doing business in Georgia.
In Georgia, it is important to file a Winding-Up Statement. Doing so does not dissolve an LLC immediately. Instead, it gives you the opportunity to resolve any outstanding issues. The dissolution process requires the members and managers of an LLC to designate a person who will be the winding-up officer. The Georgia LLC Act outlines the process of winding up an LLC. It highlights discharging all liabilities, distributing remaining assets to members, and paying off debts.
The cost of reinstatement for administratively dissolved companies in Georgia varies. You can submit an application for reinstatement to the Secretary of State’s office in Georgia. You can submit the application either by mail or in person. Remember to include a check that is payable to the Secretary of State. It is prohibited to pay in cash or with credit card. If you have been denied reinstatement by the Secretary of State, you will have to file a new Articles of Amendment.
Yes, in Georgia, there is a fee of $10 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Georgia SOS.
No, there is no requirement of revenue department clearance till the time the SOS of Georgia accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee for the judge is $50, which can vary.
Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Georgia. If you have any queries do let us know in the comment box.