Dissolve a Georgia LLC or corporation

File with the Georgia Secretary of State, then a final tax return.

The catch

Corporations file twice, the notice of intent and then the articles, and the state wants your annual registration current before either one counts.

How to close a company in Georgia

  1. File your final tax return

    Georgia filing is free online and $10 on paper, with no Revenue letter required.

  2. Wind up the business

    Hold the vote your governing documents and Georgia law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Georgia Secretary of State

    LLC: CD 415, No state fee. corporation: CD 412, No state fee.

  4. Pick how to file

    Online or by mail. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

What we found so far, with sources

Georgia dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Georgia Secretary of State, Corporations Division, 404-656-2817

Georgia Secretary of State
corporation: intent

CD 410: Notice of Intent to Dissolve, Profit Corporation (O.C.G.A. 14-2-1403)

Fee: No state fee. No fee online. $10 service charge on paper. Separately, the county's official legal newspaper charges a $40 publication fee.

Full notes

How to file: File online at ecorp.sos.ga.gov, or mail to the Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334.

Georgia Secretary of State
corporation: dissolve

CD 412: Articles of Dissolution, Profit Corporation (O.C.G.A. 14-2-1408)

Fee: No state fee. No fee or service charge online. A $10 service charge applies on paper. The form is optional if you draft your own articles.

Full notes

How to file: File online at ecorp.sos.ga.gov, or mail to the Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334. It can go in with the notice of intent.

Georgia Secretary of State
LLC: terminate

CD 415: Certificate of Termination (LLC, O.C.G.A. 14-11-610)

Fee: No state fee. No fee or service charge online. A $10 service charge applies on paper. The form is optional, and a dissolved LLC files it.

Full notes

How to file: File online at ecorp.sos.ga.gov, or mail to the Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334.

Georgia Secretary of State
Tax clearance

No. Georgia Department of Revenue.

Tax Clearance Letter (optional, requested in the Georgia Tax Center)

The Secretary of State asks for current annual registrations and paid fees and penalties, not a Revenue letter. Revenue wants final returns filed and accounts closed.

rules.sos.ga.govrules.sos.ga.govGeorgia Secretary of StateGeorgia Secretary of StateGeorgia Department of RevenueGeorgia Department of Revenue
Before you file
  • Corporation: file the Notice of Intent to Dissolve (CD 410) before or with the Articles of Dissolution (CD 412)
  • Corporation: pay the official legal newspaper of the registered office's county its $40 fee to publish the notice, and certify it on CD 410
Full notes
  • Corporation and LLC: be current on annual registration. Filing between January 1 and April 1 means filing that year's registration first
  • Corporation and LLC: pay all Secretary of State fees and penalties
  • File the final Georgia return (Form 600, 600S or 600T, or Form 700 for a partnership) marked final, with a written explanation
  • Close sales and use and withholding accounts in the Georgia Tax Center or by signed letter to the Department of Revenue
rules.sos.ga.gov
Reports and final return

Secretary of State rules require corporations and LLCs to be current on annual registration before a dissolution or termination certificate issues. If you file between January 1 and April 1, file and pay that year's annual registration too.

rules.sos.ga.gov
Newspaper notice

Corporations must publish the notice of intent to dissolve in the official legal newspaper of the registered office's county, which charges a $40 fee. The CD 410 signature certifies it.

No official page says
Telling creditors

CD 412 and CD 415 state that debts are paid or provided for and that no court actions are pending or are provided for.

Georgia Secretary of State
How long it takes

Varies. No fixed time is published.

rules.sos.ga.gov
Other tax stops
  • Georgia Department of Revenue: Final return, sales and withholding account closure, optional Tax Clearance Letter
Georgia Department of Revenue

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Georgia LLC or corporation?

LLC (CD 415): no state filing fee. corporation (CD 412): no state filing fee. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Georgia company?

Georgia does not require a tax clearance before you file. Corporations file twice, the notice of intent and then the articles, and the state wants your annual registration current before either one counts.

Where do I file in Georgia?

File with the Georgia Secretary of State, Corporations Division. You can file online or by mail.

How long does it take to close a company in Georgia?

Georgia publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.