How to Complete and File the Georgia Business Dissolution Form (CD 415)

Georgia Form CD 415 is the certificate of termination that officially ends a dissolved corporation or LLC’s legal existence with the Georgia Secretary of State. Filing online through the eCorp portal is free; mailing a paper form costs $10. Before you file, the entity must already be dissolved and finished winding up — paying its debts and distributing what’s left. The certificate is the last step, not the first.

What Has to Be Done Before You File

The certificate confirms that dissolution and winding up are already complete. The form asks you to swear to statements that can’t be true if you skip the earlier work, so the Secretary of State will reject a premature filing.

Corporations

A Georgia corporation first adopts a resolution to dissolve and files a notice of intent to dissolve. That notice includes the corporation’s name, the date dissolution was authorized, and a statement that shareholders approved the dissolution if their approval was required.¹ The corporation then enters winding up: paying debts, resolving lawsuits, and distributing remaining property to shareholders. Only after that work is done can the articles of dissolution and the certificate of termination go in.²

LLCs

An LLC dissolves when a triggering event occurs — the time set in the articles of organization, a vote by all members, or a court order, among other possibilities.³ The LLC then winds up by discharging its debts and distributing remaining assets to members.⁴ Once winding up is finished, the LLC may file the certificate of termination.⁵

Filling Out the Form

You can download the PDF from the Secretary of State’s business forms page or use the online system at ecorp.sos.ga.gov, which builds the certificate from your inputs.⁶ The paper form has four articles and a signature block.

Article One — Entity name. Use the exact legal name in the Secretary of State’s records, including the designator (“Inc.,” “LLC,” “Corp.,” and so on). A small mismatch with the original formation documents will cause a rejection. The free business search at ecorp.sos.ga.gov lets you verify the name as recorded.

Article Two — Control number. Enter the control number assigned when the entity was formed or registered. It appears on your original filing confirmation, annual registration receipts, and any certificates of existence. If you can’t find it, look up your entity through the Georgia Corporations Division search.

Article Three — Required statements. The form asks you to confirm that all known debts and obligations have been paid or adequately provided for, and that no lawsuits are pending against the entity (or that adequate provision has been made for any pending judgments). Corporations must also confirm that remaining property has been distributed to shareholders. For LLCs, the required statements cover debts and pending actions. These boxes cannot honestly be checked until winding up is actually finished.²⁵

Article Four — Effective date. Choose whether termination takes effect when the Secretary of State processes the filing or on a later date you pick. A delayed effective date cannot be more than 90 days after the filing date.⁷

Signature. An authorized person signs. For a corporation, that is typically an officer or director; for an LLC, a member or manager. Include the signer’s printed name and title so the state can verify authority.

How to Submit

Online (Free)

Filing through ecorp.sos.ga.gov costs nothing. Log in, select the termination filing type, and follow the prompts. The system generates the certificate for you, so there is no PDF to upload. A confirmation email follows, and the filing appears on your dashboard.⁶ There is no fee or service charge for filing online.⁷

By Mail ($10)

If you mail the completed form, include a $10 service charge and send it to:

Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334⁷

Paper filings take longer and cost more, so most filers should choose the online route.

Processing Times and Expedited Options

Online filings are generally processed within 7 to 10 business days. Paper filings take about 15 business days. Turnaround stretches longer from late December through January and at the end of each quarter (late March, June, and September), when filing volume is heavier.⁸

If you need it done faster, expedited processing is available at three tiers:

Two business days: $120
Same day: $275 (must be received by noon on a business day)
One hour: $1,200 (business days between 9:00 a.m. and 4:00 p.m.)⁸

Expedited fees are on top of the regular filing fee. For an online termination, the base fee is zero, so the expedite fee is your only cost.

What Happens If You Don’t File

Without a certificate of termination, the state’s records continue to show your entity as active. That means Georgia expects annual registrations and the associated fee — $50 plus a $10 service charge for most entity types.⁹ The state may eventually administratively dissolve or revoke an entity for failure to file, but that route creates its own complications and doesn’t close things out as cleanly as a voluntary termination. Filing CD 415 removes the entity from active status and cuts off future state-level registration obligations tied to the business.

Federal Tax Steps CD 415 Doesn’t Cover

The Georgia certificate handles the state filing. The IRS has its own closure checklist, and skipping it can bring penalty notices long after you thought the business was done.

Final Tax Returns

File a final federal income tax return for the year you close the business and check the “final return” box near the top. Partnerships file a final Form 1065 and mark each Schedule K-1 as a final K-1. Corporations and S corporations use the same “final return” checkbox on their income tax return.¹⁰

Form 966 for Corporations

A corporation that adopts a resolution or plan to dissolve must file IRS Form 966 within 30 days of adopting that resolution.¹¹ If the plan is later amended, file another Form 966 within 30 days of the amendment. The clock runs from the dissolution resolution, which often happens well before you file the Georgia termination paperwork, so this deadline is easy to miss.

Employment Tax Returns

If you had employees, file final versions of your employment tax returns. On Form 940 (federal unemployment tax), check the box indicating this is a final return because the business closed or stopped paying wages.¹² Do the same on your final quarterly Form 941 or annual Form 944.

Deactivating Your EIN

The IRS does not cancel EINs; once assigned, the number stays permanently tied to your entity. You can, however, deactivate your IRS business account by sending a letter with your EIN, the entity’s legal name and address, the EIN assignment notice (if you still have it), and your reason for closing the account. All outstanding returns must be filed and taxes paid before the IRS will process the request. Mail the letter to:

Internal Revenue Service
MS 6055
Kansas City, MO 64108¹³

After the Certificate Is Approved

Once the Secretary of State processes the filing, the entity’s status in Georgia’s records changes to terminated. Keep a copy of the approved certificate; banks, creditors, and former business partners may ask for it as proof the entity no longer exists. Online filers see the confirmation on the eCorp dashboard and receive it by email. Paper filers receive the certificate by mail at the address on file.

The certificate is definitive proof for the Georgia Department of Revenue and other state agencies that the entity has ceased operations, but the Secretary of State filing does not automatically notify every state agency. Close any open state tax accounts separately with the Department of Revenue so nothing lingers on your record.

1
Justia. Georgia Code 14-2-1403 – Notice of Intent to Dissolve
2
Justia. Georgia Code 14-2-1408 – Articles of Dissolution
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Justia. Georgia Code 14-11-602 – Dissolution
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Justia. Georgia Code 14-11-605 – Distribution of Assets
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eLaws. Georgia Code 14-11-610 – Certificate of Termination
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Georgia Secretary of State. How to Guide – Online Services
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Georgia Secretary of State. Georgia Certificate of Termination Form CD 415
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Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
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Georgia Secretary of State. Corporations Division Filing Fees
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Internal Revenue Service. Closing a Business
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Internal Revenue Service. Form 966 – Corporate Dissolution or Liquidation
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Internal Revenue Service. Instructions for Form 940
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Internal Revenue Service. If You No Longer Need Your EIN