Georgia Dissolution

Why do companies need to dissolve? –  Georgia requires every company to submit paperwork to formally and legally operate within the state. The same applies when it is time to say goodbye to your business. Companies have to file paperwork to terminate their business properly.

Who makes the decision to dissolve? – The decision to dissolve an LLC relies on its members. Corporations, on the other hand, need to have an approved resolution from the board of directors. This resolution will go through a shareholder vote.

How long does it take to dissolve a business? – The whole process may take weeks. Your company has to start with the resolution and deal with other responsibilities. The time frame may vary depending on how fast your company finishes each step. As for the processing time of the state, it may vary from 24 hours to 10 business days. It will depend on the service your company chooses.

There are certain steps that a business owner needs to follow to ensure that it complies with the rules the state of has set for Georgia dissolution.

1. File Articles of Dissolution with the state – To close an LLC in Georgia, you must file a completed Form CD-415 Certificate of Termination with the Corporations Division of the Secretary of State. The state also allows you to draft your certificate if you do not want to use the form.

Meanwhile, there are different dissolution forms available for corporations. If the corporation has not conducted business yet, it has to use Form CD-400 Articles of Dissolution for Non-commenced Business Profit Organization. Otherwise, the corporation should file Form CD-410 Notice of Intent to Dissolve. It should also submit Form CD-412 Articles of Dissolution Profit Organization along with Form CD-410 or later. Additionally, Georgia also requires corporations to publish a notice of intent to dissolve in a newspaper within 1 business day of filing with the Secretary of State.

2. Remove all liabilities and obligations – One of the crucial steps is the winding up of the company. Your company can designate one or more members or officers to do this. Georgia law describes the process, which includes the following tasks:

•   Collection of assets
•   Disposal of properties that your company cannot distribute in kind
•   Make provisions to pay for liabilities
•   Distribution of remaining assets

3. Give notice to any claimants – Although it is not a requirement, it may be better for your company to do this to avoid possible problems on liability and distribution of assets. Inform all known claimants about the company’s dissolution. Make sure they know where and until when they can submit claims. You may also choose to publish a notice in a newspaper to inform other unknown claimants.

4. Tax clearance – Georgia does not require companies to secure tax clearance. However, your business entity must file a final tax return with the Department of Revenue. You may contact the department for all tax-related concerns.

5. Close all bank accounts, credit lines, permits, and licenses – Use the funds left to settle all your company’s liabilities. After that, you can contact the bank to find out how to close all accounts under the name of the company. You may also consider canceling other permits and licenses to protect your reputation and prevent possible issues in the future.