How to File a Notice of Intent to Dissolve an LLC in Georgia

To dissolve an LLC in Georgia, you get the required member approval, file a Statement of Commencement of Winding Up with the Secretary of State, notify creditors and settle the company’s debts, close out your state and federal tax accounts, and then file a Certificate of Termination. Georgia’s LLC Act does not use a “Notice of Intent to Dissolve” the way the corporation statutes do, so if you were looking for that form, the Statement of Commencement of Winding Up is the LLC equivalent. The state filing fees come to roughly $20, plus a $40 statutory publication cost, though settling debts and clearing taxes usually takes longer than the paperwork.

Step 1: Get Member Approval to Dissolve

Under Georgia law, voluntary dissolution happens when all members agree to dissolve at a specified time, unless your operating agreement sets a different voting threshold.¹ The default is unanimous consent, not majority vote. If your operating agreement is silent on the question, every member has to approve.

Dissolution can also be triggered automatically by events written into the articles of organization or operating agreement, such as the death or withdrawal of a member or the passage of a specified date. Even after a trigger, the members can reverse course before a certificate of termination is filed, either by amending the governing documents to remove the trigger or by unanimous agreement to continue the business.¹

Document whatever approval you use. A written consent signed by all members, or minutes from a formal meeting, is what you will rely on if anyone later questions the authority to wind the company down.

Step 2: File the Statement of Commencement of Winding Up

Once dissolution is authorized, file a Statement of Commencement of Winding Up with the Secretary of State. This is the filing many people expect to be called a “Notice of Intent to Dissolve.” Georgia LLCs don’t file one. The statement must include the LLC’s name, a statement that the company has dissolved and begun winding up, and any other provisions the people handling the wind-down want to add.²

The filing fee is $10, whether online or paper.³ You can submit electronically through the Georgia Corporations Division portal at ecorp.sos.ga.gov. The LLC’s name and control number must match the Secretary of State’s records exactly, or the filing will be rejected.

File this before you do anything else on the creditor side. Several of the creditor-cutoff procedures below are only available after the statement is on file. There is also a liability reason to move quickly: before the statement is filed, the LLC remains bound to third parties who don’t know about the dissolution for transactions that would have been valid in normal operations.

What the LLC Can Do During Winding Up

After dissolution takes effect, the LLC’s authority narrows. The company can only take actions appropriate to winding up its affairs or completing transactions already underway. No new business, no new contracts unrelated to closing out.⁴

The members or managers who ran the LLC before dissolution generally handle the wind-down. If none remain, the persons entitled to receive a majority of remaining distributions can designate someone, and a court can appoint someone on a member’s showing of cause.⁴

Step 3: Notify Known Creditors

With the statement of commencement on file, you can start cutting off creditor claims. For creditors you already know about, send a written notice directly to each one. The notice must describe what information the LLC needs in a claim, provide a mailing address, state a deadline no less than six months from the date the notice is mailed, warn that late claims will be barred, and state that the LLC will respond to timely claims within six months after the deadline passes.⁵

If a known creditor misses the deadline, the claim is barred. If the LLC rejects a claim and the creditor doesn’t sue within one year of the rejection notice, that claim is also barred.⁵ If you fail to notify a known creditor at all, you never start the clock, and the claim can surface against the LLC or its members later.

Step 4: Publish Notice for Unknown Creditors

For creditors you don’t know about, Georgia uses a separate publication procedure. Send a request for publication to the official newspaper of the county where the LLC’s registered office is located, or to a general-circulation newspaper in that county with at least 60 percent paid circulation. The request must be accompanied by a $40 payment, and the newspaper must publish it once a week for two consecutive weeks, starting within ten days of receipt.⁶

The published notice must describe what information the LLC needs in a claim, provide a mailing address, and warn that claims not otherwise barred will be barred unless the claimant sues within two years of the publication date.⁷

Publication is technically optional, but skipping it leaves unknown creditors’ claims unbarred. The $40 is the cheapest protection in the whole process.

The Longer Window for Contingent Claims

The two-year bar covers most claims. Contingent claims and claims that arise after the winding-up filing operate on a longer timeline: those are barred only after the later of two years from the certificate of termination filing date or five years from the second publication date.⁷ A dissolved LLC with contingent liabilities can face potential claims five or more years after publication.

Step 5: Pay Debts, Then Distribute Remaining Assets

Georgia law sets the order plainly: debts first, members last. During winding up, the LLC must pay off, make adequate provision to pay, or properly dispose of all liabilities before distributing anything to members. Only after that do remaining assets go to members, distributed according to the operating agreement or articles of organization.⁸

Get this wrong and the exposure is personal. Members who received distributions can be held liable for unresolved claims up to the total amount of assets they received.⁸ Members and the LLC have contribution rights among themselves to spread the liability proportionally, but you don’t want to be in that litigation. Document every payment and every distribution.

Step 6: Close Out Georgia and Federal Tax Accounts

Georgia Taxes

Close all state tax accounts before you finalize dissolution. That means filing final returns for every tax the LLC was responsible for, including state income tax and sales tax, paying any outstanding balances, and canceling active sales tax permits. The Georgia Department of Revenue handles these closures through the Georgia Tax Center at gtc.dor.ga.gov. Leaving tax accounts open is one of the most common oversights, and the state will keep assessing penalties on unfiled returns even after the LLC’s other paperwork is done.

Federal Taxes

The IRS requires a final federal tax return for the year the LLC closes, and the form depends on how the LLC is classified.⁹ A multi-member LLC taxed as a partnership files a final Form 1065, checks the “final return” box on the front page, and issues final Schedule K-1s to each member. An LLC taxed as a corporation files its final corporate income tax return and must also file Form 966 (Corporate Dissolution or Liquidation) after adopting the resolution to dissolve. A single-member LLC treated as a disregarded entity reports the final business activity on Schedule C of the owner’s individual return.

If your LLC is taxed as a corporation, Form 966 must be filed within 30 days of adopting the dissolution resolution.¹⁰ Close the LLC’s Employer Identification Number account by sending a letter to the IRS office where you file returns, stating that the LLC has dissolved.

Step 7: File the Certificate of Termination

The final filing is the Certificate of Termination, which ends the LLC’s legal existence. You can only file it when you can truthfully state two things: all known debts, liabilities, and obligations have been paid, discharged, or adequately provided for, and no lawsuits are pending against the LLC (or adequate provision has been made to satisfy any judgment in a pending action).¹¹

The certificate must include the LLC’s name and control number, the required statements about debts and pending actions, and whether the effective date is the filing date or a future date (which cannot be more than 90 days out). It must be signed by a member, manager, organizer (if no members or managers exist), court-appointed fiduciary, or attorney-in-fact, and the signer must state the capacity in which they are signing.¹²

The filing fee is $10.³ File online at ecorp.sos.ga.gov or mail Form CD 415 to the Corporations Division in Atlanta.

If the State Already Dissolved Your LLC

These steps describe voluntary dissolution. If the Secretary of State already dissolved your LLC administratively, usually for failing to file the annual registration within 60 days of the due date, missing a registered agent for 60 days or more, or paying with a dishonored check that isn’t resolved within 60 days of notice, the process is different. You have five years from the effective date of dissolution to apply for reinstatement, and reinstatement relates back as if dissolution never happened.¹³ An administratively dissolved LLC that doesn’t reinstate still owes its outstanding debts and taxes; the dissolution doesn’t erase them.

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. Corporations Division Filing Fees
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FindLaw. Georgia Code 14-11-604 – Winding Up
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Justia. Georgia Code 14-11-607 – Known Claims Against Dissolved Limited Liability Company
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Justia. Georgia Code 14-11-609 – Manner of Publication of Request for Claims
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Justia. Georgia Code 14-11-608 – Unknown Claims Against Dissolved Limited Liability Company
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Justia. Georgia Code 14-11-605 – Distribution of Assets
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Internal Revenue Service. Closing a Business
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Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation
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Justia. Georgia Code 14-11-610 – Certificate of Termination
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Georgia Secretary of State. Form CD 415 Certificate of Termination
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Justia. Georgia Code 14-11-603 – Judicial and Administrative Dissolution, Reservation of Name