How to Dissolve an LLC in Georgia: Winding Up, Termination, and Taxes

To dissolve an LLC in Georgia, you need a member vote to authorize the closure, a statement of commencement of winding up filed with the Secretary of State, a period in which you pay creditors and distribute what’s left, and finally a certificate of termination that ends the company’s legal existence. The whole process is governed by Georgia’s Limited Liability Company Act (Title 14, Chapter 11), and each step has its own paperwork and consequences for skipping it.

Get Member Approval First

Nothing gets filed until the members formally agree to close the company. A Georgia LLC dissolves at a time specified in the articles of organization or operating agreement, upon a triggering event in those documents, or at a time approved by all members.¹ If your operating agreement sets a different voting threshold (a majority, for example), that threshold controls. If the agreement says nothing, you need unanimous consent.

Put the decision in writing. A short resolution or a set of meeting minutes is enough, but you want a dated record showing who voted and how. That document is the foundation for everything you file next, and it’s what you reach for if a creditor or court later questions whether the dissolution was properly authorized.

File the Statement of Commencement of Winding Up

Once the members have authorized dissolution, any person authorized to wind up the company delivers a statement of commencement of winding up to the Secretary of State.² This filing tells the public the LLC is closing and starts the clock on the claim-barring deadlines described below.

Most people file online through the Secretary of State’s eCorp portal at ecorp.sos.ga.gov. The portal will generate the document for you once you enter the required information, or you can draft your own and submit it through the “Submit Paper Filing Online” feature.³ Mailed filings go to the Corporations Division at 214 State Capitol, Atlanta, Georgia 30334.⁴

Under the fee schedule effective September 2025, there is no statutory filing fee for the winding-up statement, but paper filings carry a $10 service charge.⁵ If you need faster processing, expedited options cost $120 for two business days, $275 for same-day service, or $1,200 for one-hour review, each on top of the regular fee.⁶

Notify Creditors and Set a Deadline for Claims

After the winding-up statement is on file, send written notice to every creditor the LLC knows about. This isn’t technically mandatory, but it’s the only way to cut off known claims under a defined deadline. Skip it and those claims can hang around indefinitely.

The notice must include four things:⁷

A description of what information you need the claimant to include in a formal claim.
A mailing address for sending the claim.
A deadline for submission, which cannot be less than six months from the date the notice was mailed.
A statement that the claim will be barred if not received by that deadline.

The notice must also state that the LLC will accept or reject each timely claim within six months after the deadline passes. If a creditor misses the deadline, the claim is barred. If the LLC rejects a claim, the creditor has 90 days from the rejection to sue or lose the right to pursue it.⁷

For claimants you don’t know about, Georgia law gives you an optional second tool: publish a notice requesting that unknown claimants come forward. If you’ve filed the winding-up statement and publish this request, any unknown claim is barred unless the claimant sues within two years after the publication date.⁸ Without that publication, there’s no statutory cutoff shielding members and managers from surprise claims later.

Pay Debts, Then Distribute What’s Left

During winding up, the people who ran the LLC before dissolution continue to handle its affairs, but their authority is limited to activities necessary to close the company. They cannot start new ventures or take on new obligations in the LLC’s name.⁹

Georgia law requires the LLC to pay or provide for all debts, liabilities, and obligations before anything is distributed to members.¹⁰ The order is:

Pay creditors, including any member or manager owed money as a creditor.
Distribute what remains to members according to the operating agreement, or in proportion to their contributions if the agreement is silent.

Pay this order close attention. If you distribute assets to members and the LLC later can’t cover a legitimate debt, members may have to return what they received, and managers who approved the distribution can be held personally responsible for the shortfall.

File the Certificate of Termination

When debts are paid or adequately provided for and no lawsuits are pending (or you’ve made adequate provision for any potential judgments), file a certificate of termination with the Secretary of State. This is what officially ends the LLC’s legal existence. The certificate must state:¹¹

The LLC’s name exactly as it appears in state records, including any suffix like “LLC” or “L.L.C.”
That all known debts, liabilities, and obligations have been paid, discharged, or barred, or that adequate provision has been made for them.
That no lawsuits are pending, or that adequate provision has been made for any potential judgments.

Use Form CD 415, the Secretary of State’s template.¹² Like the winding-up statement, there’s no statutory filing fee, but paper filings include a $10 service charge.⁵ File through eCorp or mail Form CD 415 to the Corporations Division at 214 State Capitol, Atlanta, Georgia 30334.⁴ The same expedited processing options apply.

One quick clarification: don’t use Form CD 412 (Articles of Dissolution). That form is for profit corporations. Georgia LLCs use the statement of commencement of winding up followed by Form CD 415.

Close Out Taxes and Local Licenses

Federal Returns and EIN

File a final federal tax return. If the LLC was taxed as a partnership, file Form 1065 and check the “Final return” box near the top. If taxed as an S corporation, file Form 1120-S and check the same box. Either way, check the “Final K-1” box on each Schedule K-1 issued to members.¹³

If the LLC had employees, file a final Form 941 for the last quarter of operations and a final Form 940. Issue W-2s to employees by January 31 of the year following the final wages paid.¹⁴

To close the EIN account, send a letter to the Internal Revenue Service, Cincinnati, OH 45999. Include the LLC’s legal name, EIN, business address, and the reason for closing. If you still have the original EIN assignment notice, include a copy. The IRS will not close the account until all required returns are filed and taxes paid.¹³

Georgia State and Local Accounts

File a final state tax return with the Georgia Department of Revenue, check the final-return box, and attach a written explanation. If the LLC held a sales and use tax account or a withholding account, close those through the Georgia Tax Center online portal, by phone, or by written request.¹⁵

Cancel any local business licenses or permits issued by the county or city where the LLC operated so you aren’t billed for renewals.¹⁵ If the LLC registered a trade name (a “doing business as” name), file a cancellation affidavit with the Clerk of Superior Court in the county where it was registered. The county clerk’s office will have the specific form and any filing fee.

Don’t Just Stop Filing

If you walk away without filing anything, Georgia will eventually dissolve the LLC administratively, usually for failing to file annual registrations or maintain a registered agent. That isn’t the same as a clean closure. People who keep acting on behalf of an administratively dissolved LLC can be held personally liable for debts incurred during that period, the company may lose the ability to sue or defend lawsuits, and actions taken while dissolved (other than winding up) may be considered void.

The LLC’s name can also become available to other businesses during that stretch, and reinstatement later doesn’t guarantee you’ll get it back. Courts have also found that reinstatement doesn’t always erase personal liability that attached during the dissolved period. Running the voluntary process end to end avoids those exposures and lets you set the timeline for closing out creditor claims on your own terms.

1
Justia. Georgia Code 14-11-602 – Dissolution
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Justia. Georgia Code 14-11-606 – Statement of Commencement of Winding Up
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Georgia Secretary of State. How to Guide: Online Services
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Georgia Secretary of State. Contact the Corporations Division
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Georgia Secretary of State. Corporations Division Filing Fees
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Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
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Justia. Georgia Code 14-11-607 – Known Claims Against Dissolved Limited Liability Company
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Justia. Georgia Code 14-11-608 – Unknown Claims Against Dissolved Limited Liability Company
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Justia. Georgia Code 14-11-604 – Winding Up
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Justia. Georgia Code 14-11-605 – Distribution of Assets
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FindLaw. Georgia Code 14-11-610 – Certificate of Termination
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Georgia Secretary of State. Certificate of Termination Form CD 415 Template and Instructions
13
Internal Revenue Service. Closing a Business
14
Internal Revenue Service. Employment Tax Due Dates
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Georgia Department of Revenue. How Do I Close a Business in Georgia?