How to Dissolve an LLC in Georgia (2026)
To dissolve an LLC in Georgia, you file a Certificate of Termination (Form CD 415) with the Secretary of State's Corporations Division. Filing online through Georgia eCorp is free, and mailing the paper form costs $10. There's no separate tax clearance certificate to get first.
This guide covers voluntarily closing a domestic Georgia LLC because the owners chose to stop doing business. If your LLC formed in another state but registered to do business in Georgia, you'll file an Application of Withdrawal instead.
Quick Summary
- Skip the tax-clearance chase. Georgia doesn't require a state clearance certificate, but you still need to file your final tax returns.
- Keep a copy of your certificate once it's issued. Banks and other institutions often ask for it before closing your business accounts.
- Notify creditors and settle debts before you file. Unresolved claims can still follow the LLC even after you've filed the paperwork.
Georgia LLC Dissolution Quick Reference
The table below lists the exact form, fee and filing details you need to close a Georgia LLC, including the mailing address and every expedited option the Corporations Division offers.
| Detail | Information |
|---|---|
| Form name | Certificate of Termination (Form CD 415) |
| Filing fee | No fee online, $10 by mail (paper filing surcharge) |
| Expedited options | $100 for 2-business-day service, $250 for same-day service (by noon), or $1,000 for 1-hour service |
| Standard processing | About 7 to 10 business days online, about 15 business days by mail or hand delivery |
| Online portal | Georgia eCorp |
| Mail address | Georgia Secretary of State, Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313, Floyd West Tower, Atlanta, GA 30334 |
| In-person address | 2 Martin Luther King Jr. Dr. SE, Suite 313, Floyd West Tower, Atlanta, GA 30334 |
| Notarization required | No, Form CD 415 has no notary block |
| Tax clearance required (agency) | No, the Corporations Division does not require one before filing |
| Short-form eligibility | Not applicable, one form covers every domestic LLC termination |
How to Dissolve an LLC in Georgia: 6 Steps
Follow these six steps to dissolve an LLC in Georgia, from the member vote to your final paperwork, and file everything with the Corporations Division.
Step 1: Vote to dissolve
Your operating agreement sets the vote or consent rule your LLC must follow to dissolve, so start there. If it's silent on the topic, Georgia's LLC Act supplies a default rule instead [1].
Hold the vote and put the decision in writing, whether that's meeting minutes or a signed consent form. Keep this record with your other company files in case a bank or a court asks for it later.
Step 2: Notify creditors
Georgia's LLC Act spells out how to notify known creditors and settle their claims before the company closes [2]. This step protects members from claims that show up later.
Send written notice to every creditor you know about. Tell them what to submit and where to send it. Keep copies of what you mail, since you may need to prove you did this.
Step 3: File final tax returns
File your last federal and state tax returns. Mark each one as final. Georgia's Corporations Division doesn't require a tax clearance step before you can file to close.
Pay what you owe for that final period. Handle this before you submit your paperwork to keep the timeline simple.
Step 4: File the Certificate of Termination with the Corporations Division
Submit Form CD 415, the Certificate of Termination, to the Corporations Division. It's the only termination filing for a domestic LLC, so there's no short or simplified version to check eligibility for.
Georgia eCorp doesn't charge to file it online, and choosing mail instead runs $10. Need it faster? Add $100 for 2-business-day service, $250 for same-day service, or $1,000 for 1-hour service.
Mail the form to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313, Floyd West Tower, Atlanta, GA 30334, or file it in person at the same address.
Expect about 7 to 10 business days if you file online, or about 15 business days if you file by mail or hand delivery.
An organizer, manager or attorney-in-fact signs it and lists their email address on the form. You won't need a notary, since Georgia doesn't ask for one on this filing.
Questions about your filing? Call the Corporations Division at (404) 656-2817 during regular business hours before you mail anything in, if you want to confirm details first or check on a filing already submitted.
Step 5: Distribute Remaining Assets
Georgia's LLC Act sets the order for distributing what's left once you've wound up the business [3]. Your operating agreement can set a different split if every member agrees.
Step 6: Close accounts and cancel licenses and permits
Close your business bank accounts once you have the certificate in hand. Cancel any state and local licenses or permits. Close your Georgia sales tax account too, if you had one, so penalties stop adding up.
Check with any county or city where you held a business license, since local cancellation is a separate step from anything you filed with the state.
FAQs
Do I Have to Close Tax Accounts Before Dissolving an LLC in Georgia?
No, you don't have to close tax accounts before dissolving your Georgia LLC. File your final federal and state returns and mark them as your last filing.
How Long Does It Take to Dissolve an LLC in Georgia?
How long it takes to dissolve an LLC in Georgia depends on your filing method and whether you pay to speed things up. Filing online moves faster than mail, and expedited review speeds up either option further. Step 4 above covers the standard timeline and expedite pricing.
How Much Does It Cost to Dissolve an LLC in Georgia?
The cost to dissolve an LLC in Georgia depends on how you file. Check the filing fee details above for the exact online and mail figures, plus what expedited processing adds if you need it faster.
Does Georgia Require Tax Clearance Before You Dissolve an LLC?
No, Georgia does not require tax clearance before you dissolve. See Step 3 above for what to file instead of a certificate.
Can a Foreign LLC Withdraw From Georgia the Same Way?
No, a foreign LLC doesn't withdraw from Georgia the same way a domestic LLC dissolves. It files an Application of Withdrawal with the Corporations Division instead of a Certificate of Termination.
References:
- https://law.justia.com/codes/georgia/title-14/chapter-11/article-6/section-14-11-602/
- https://law.justia.com/codes/georgia/title-14/chapter-11/article-6/section-14-11-607/
- https://law.justia.com/codes/georgia/title-14/chapter-11/article-6/section-14-11-605/
