How to Dissolve an LLC in Georgia: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Start with the authorization your operating agreement calls for. A Georgia LLC winds up under O.C.G.A. Title 14, Chapter 11, Article 6, and the operating agreement is normally where you find who may approve a dissolution and what share of the members has to agree. Follow that language exactly. If the agreement is silent on dissolution, obtain a written consent signed by every member instead of relying on an understanding among the owners. Record the date dissolution was authorized, who took part, and how each member voted. A single-member LLC still needs a dated written resolution, because that record is what a bank, a landlord, or the IRS will ask for when you tell them the business has closed.

   Pro tip: Fix the effective date of dissolution in the resolution before anything else moves. Final returns, insurance cancellations, and any creditor notice you send all take their dates from that decision.
2. 2

   File Certificate of Termination (Form CD 415) with the Georgia Secretary of State

   Georgia LLCs end by filing a Certificate of Termination, Form CD 415, with the Georgia Secretary of State, Corporations Division. Filing it online at https://ecorp.sos.ga.gov/ is free, so the state filing fee is $0. Filing the same certificate on paper instead carries a $10 service charge under the Corporations Division filing fees schedule, which is the only reason to prefer the online route on cost alone. Speed is the other reason: the Secretary of State publishes a turnaround of 7 to 10 business days for online filings and 15 business days for paper ones. You may file a statement of commencement of winding up under O.C.G.A. 14-11-606 before terminating, but it is not required as a precondition of the Certificate of Termination. Georgia does not require newspaper publication to terminate an LLC, and no publication cost belongs in your budget.

   Pro tip: Check that the annual registration is current before you file. An LLC that has already been administratively dissolved for missed registrations is in a different process, and terminating is not the way out of it.
3. 3

   Notify Creditors and Settle Debts

   Giving creditors notice is optional in Georgia, but it is the step that actually protects the members, and it does not delay your filing. Under O.C.G.A. 14-11-607, a dissolved LLC that has filed a statement of commencement of winding up may notify known claimants in writing and set a claim deadline, and that deadline may not be less than six months from the date of mailing. The statute counts in months rather than days, so set the deadline as a calendar date six months out rather than converting it to a day count. That six months is a minimum claims window you give creditors rather than a wait before you can terminate. If you reject a claim that arrives in time, the claimant has one year from the mailing of the rejection notice to bring suit. Build the creditor list first: lenders, landlords, suppliers, contractors, utilities, and anyone holding a guarantee from a member, then send notices you can prove were mailed and pay valid claims before any distribution.

   Pro tip: If you intend to use the known-claim notice, file the statement of commencement of winding up first. The statute ties the notice procedure to having filed it, so sending letters without it does not buy the protection you wanted.
4. 4

   Close Georgia State Tax Accounts

   The Secretary of State does not require a tax clearance certificate from the Georgia Department of Revenue to terminate an LLC, and no clearance is a precondition of filing the Certificate of Termination. The tax work still has to happen. File the final federal and Georgia returns, mark them final, and close every state tax account the LLC actually held, such as sales and use tax and wage withholding. Handle each account individually and keep written confirmation that it is closed. An account left open keeps generating filing obligations and automated notices for a business that no longer trades, which is how owners end up dealing with penalties on an entity they terminated years earlier.

   Pro tip: List every Georgia tax account number the LLC ever registered, including a sales tax number used for only a season, and close them one at a time. The dormant registrations are the ones people forget and the ones that generate notices.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first: Form 1065 for an LLC taxed as a partnership, Form 1120-S if you elected S corporation treatment or Form 1120 if you elected C corporation treatment, each with the final return box checked, or the owner's return (Schedule C for most business activity) for a disregarded single-member LLC. An LLC that elected corporate treatment also files Form 966. Send the deactivation letter by certified mail so you have proof of the date it went out.

   Pro tip: Do not send the deactivation letter while a federal return is outstanding.
6. 6

   Distribute Remaining Assets to Members

   Creditors are paid before members, without exception. Pay or make provision for every debt and obligation of the LLC first, including claims still in dispute and bills that have not arrived yet, such as the accountant's fee for the final return or a closing utility invoice. Only what remains after that is available to the members, and the split follows the operating agreement. If the agreement does not address it, the members should agree in writing on the allocation before any money moves. When you distribute property rather than cash, document a value for it, because each member reports the transaction on a personal return and a figure invented afterward will not hold up.

   Pro tip: Have each member sign a dated receipt describing exactly what they received. Once the LLC is terminated there is no entity left to referee a disagreement about who got what.
7. 7

   Confirm Dissolution is Complete

   Look the entity up on ecorp.sos.ga.gov and confirm the Certificate of Termination appears in the filing history with the date you expect. Allow 7 to 10 business days for an online filing, or 15 business days for a paper one, before you conclude something has gone wrong, and keep the submission confirmation from the eCorp system until the public record catches up. Then keep one file together: the authorizing resolution, the filed Certificate of Termination, the statement of commencement of winding up if you filed one, creditor notices with proof of mailing, final federal and Georgia returns, the tax account closure confirmations, the IRS closure letter, and the member distribution receipts.

   Pro tip: Save the dissolution file somewhere that outlives the business email account and the eCorp login. Former members regularly need these records for personal tax questions years later.

Winding-Up Checklist

• Cancel all Georgia business licenses and permits

  Cancel each license and permit directly with the state agency, county, or city that issued it, because the termination filing does not reach them. Licenses that renew automatically keep billing until the issuer is told the business has closed.

• Close business bank accounts

  Close accounts only after every outstanding check has cleared and the final member distributions are done, and close business credit lines and cards at the same time. Ask the bank for written confirmation of the closing date and final balance.

• Cancel business insurance policies

  Give your general liability, property, auto, and workers' compensation carriers the operating end date so coverage stops cleanly. Ask about a refund of unearned premium, and about tail coverage if any policy is written on a claims-made basis.

• Notify vendors, suppliers, and customers in writing

  Send a short dated notice with the closing date, how to submit a final invoice, and an address for correspondence afterward. Cancel recurring subscriptions and auto-renewing service contracts in writing rather than letting a card lapse.

• File final payroll tax returns and W-2s (if you had employees)

  File the final Form 941 with the final-return box checked, issue W-2s and file Form W-3, and close the Georgia withholding and unemployment accounts. Payroll registrations keep producing notices long after the last paycheck if they are left open.

• Retain business records per Georgia retention requirements

  Keep tax returns and their supporting records for at least 7 years, and hold the formation documents, operating agreement, and termination file indefinitely. If you sent known-claim notices, keep the mailing proof at least as long as the claim and suit windows can run.