How to Dissolve an LLC in Georgia: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Georgia LLC by voting to dissolve, winding up the business and settling debts, closing your Georgia Department of Revenue tax accounts, and filing a Certificate of Termination (Form CD 415) with the Georgia Secretary of State, Corporations Division. Filing is free online through eCorp, or $10 by mail; you must be current on your $50 annual registrations first.

Two Ways a Georgia LLC Ends

A Georgia LLC ends in one of two ways. Voluntary termination is the clean route: the members decide to close, wind up the business, and file a Certificate of Termination with the Secretary of State. Administrative dissolution is the involuntary route: the state dissolves an LLC that stops filing its annual registration. This guide covers voluntary termination - the proper way to close - and explains why simply walking away is a mistake. For the national process, see how to dissolve an LLC.

Filing the Certificate of Termination (Form CD 415) is the legal act that ends the LLC's existence, but it is the last step. Doing it correctly means winding up debts and taxes first, so members are not left exposed after the entity is gone.

How to Dissolve a Georgia LLC, Step by Step

Dissolution is a five-step process ending with Form CD 415. Complete the internal and tax steps before you file, because termination does not erase unpaid obligations.

1. Vote to dissolve. Follow your operating agreement to approve dissolution by member vote or unanimous written consent, and record the decision. If you have no operating agreement, Georgia's default LLC rules govern the vote.
2. Wind up the business and settle debts. Stop taking on new business, collect what you are owed, notify and pay creditors, and distribute any remaining assets to members in the order your agreement and Georgia law require.
3. Close your Georgia tax accounts. File final Georgia returns with the Department of Revenue, pay any outstanding tax, and close sales tax and withholding accounts through the Georgia Tax Center.
4. File the Certificate of Termination (Form CD 415). After confirming your annual registrations are current, file Form CD 415 with the Corporations Division - free online through eCorp or $10 by mail.
5. Close federal accounts. File your final federal return, mark it as a final return, and send the IRS a letter to close the business account tied to your EIN.

Keep copies of the filed Certificate of Termination and final returns. Members and lenders often ask for proof that the LLC was closed properly.

Georgia Dissolution Fees (2026)

Closing a Georgia LLC is inexpensive at the state level. The table lists the fees you may encounter, each verified against the Georgia Secretary of State or Department of Revenue. Amounts are effective for 2026.

You cannot file a Certificate of Termination while behind on annual registrations, so budget for any catch-up filings - a $50 registration plus a $25 late fee per missed year - before you can close.

Winding Up: Debts, Assets, and Notice

Winding up is the process of settling the LLC's affairs before termination. During wind-up, the LLC continues to exist only to close things out: it collects receivables, pays or provides for known debts, resolves contracts and leases, and distributes any remaining assets to members. Georgia law expects creditors to be paid before members receive distributions.

Handling wind-up carefully protects members. If assets are distributed before debts are paid, members can face claims for the shortfall. Notifying known creditors and keeping records of how debts and distributions were handled reduces that risk. This is also the point to cancel your registered agent service, business licenses, and permits once they are no longer needed.

Closing Georgia and Federal Taxes

Before termination, close out taxes. With the Georgia Department of Revenue, file your final income, sales and use, and withholding returns, pay any balance, and close those accounts through the Georgia Tax Center. Georgia does not require a Secretary of State tax-clearance certificate to file Form CD 415, but unpaid state taxes survive dissolution and can be collected from the business afterward.

Federally, file your final return and check the box indicating it is a final return. For a partnership-taxed multi-member LLC, that is the final Form 1065; for a corporation-taxed LLC, the final Form 1120 or 1120-S. Then send the IRS a letter to close the business account associated with your EIN. The IRS keeps the EIN assigned to your business permanently, but closing the account signals that the business has ended. See S-corp vs LLC if you elected S-corporation status.

Administrative Dissolution vs. Voluntary Termination

If you simply stop filing your annual registration, Georgia does not treat the LLC as cleanly closed. The Secretary of State first adds a $25 late fee, then eventually administratively dissolves the entity for non-filing. During that period the LLC can keep accruing obligations, and its liability shield can be at risk.

An administratively dissolved LLC can usually be reinstated by bringing annual registrations current and paying a $100 reinstatement fee plus outstanding late fees. Because of these complications, voluntary termination on Form CD 415 is the correct way to end an LLC you no longer need. See Georgia LLC annual registration for the deadlines that trigger administrative dissolution.

After You File

Once the Corporations Division accepts your Certificate of Termination, the LLC's legal existence ends. Keep the stamped filing, final tax returns, and wind-up records for several years in case a creditor, tax authority, or former member raises a question. Close the business bank account after all checks clear and obligations are met.

If you plan to start a new venture later, you will file fresh Articles of Organization - a terminated LLC is not reused. See how to form an LLC in Georgia when you are ready, and Georgia LLC cost to budget for it.

How Long Dissolution Takes

The paperwork itself is quick, but the wind-up around it is what sets the timeline. Once you file the Certificate of Termination (Form CD 415) online through eCorp, the Corporations Division typically processes it in roughly the same window as other online filings - about 7 business days - while mailed filings run closer to 15 business days. Expedited service is available at the same schedule of extra fees used for other filings if you need it faster.

What usually takes longer is everything that should happen before you file: giving creditors time to submit claims, filing final Georgia and federal returns on their normal cycles, and closing payroll and sales tax accounts. For a business with employees or inventory, plan for several weeks to a few months of orderly wind-up. Rushing to file Form CD 415 before debts and taxes are resolved does not save time - it just moves those obligations onto the members personally. See how to dissolve an LLC for the general sequence.

Member liability after closing

Dissolution does not automatically erase the LLC's debts. Georgia's winding-up rules exist precisely so creditors are paid before members take distributions. If members distribute the LLC's assets to themselves and leave a known creditor unpaid, that creditor can pursue the distributed assets, and the members can end up personally responsible for the shortfall up to what they received. The liability shield protects members from business debts while the LLC is operated properly; it does not protect them from mishandling the wind-up.

The practical takeaways are simple: pay or provide for known debts first, keep clear records of how assets were distributed, and do not distribute more than remains after obligations are met. Documenting the vote to dissolve, the creditor notices, and the final distributions gives members a clean record if a question ever arises. When you are ready to start again, see how to form an LLC in Georgia.

Frequently Asked Questions

How do I dissolve an LLC in Georgia?

Vote to dissolve, wind up and settle debts, close your Department of Revenue tax accounts, and file a Certificate of Termination (Form CD 415) with the Corporations Division. Online filing is free; by mail it costs $10.

How much does it cost to dissolve a Georgia LLC?

Form CD 415 is free online or $10 by mail. You must be current on your $50 annual registrations first, and you may owe final state taxes before closing.

What form do I file to close a Georgia LLC?

The Certificate of Termination, Form CD 415, filed with the Georgia Secretary of State, Corporations Division, online through eCorp or by mail.

Do I need tax clearance to dissolve a Georgia LLC?

Georgia does not require a Secretary of State tax-clearance certificate to file Form CD 415, but you should file all final returns and close your Department of Revenue accounts. Unresolved tax debts survive dissolution.

What happens if I just stop filing instead of dissolving?

The Secretary of State adds a $25 late fee and eventually administratively dissolves the LLC. That is not a clean closure, so filing a Certificate of Termination is the proper way to end the LLC.

Can I reinstate a dissolved Georgia LLC?

An administratively dissolved LLC can generally be reinstated by bringing registrations current and paying a $100 fee plus late fees. A voluntary Form CD 415 termination is intended to be permanent.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Georgia
• Georgia LLC annual registration
• Georgia registered agent requirements
• Georgia LLC cost and filing fees
• How to get a business license in Georgia
• How to get an EIN

Sources

1. Georgia Secretary of State - Georgia Business Forms (Certificate of Termination CD 415).
2. Georgia Secretary of State - Business Division FAQ (termination process; current annual registrations required; reinstatement).
3. Georgia Secretary of State - How to File Annual Registration ($50 fee; $25 late fee; administrative dissolution).
4. Georgia Secretary of State - eCorp Business Search and online filing portal (file the Certificate of Termination online).
5. Georgia Department of Revenue - Business Taxes (final sales, use, and withholding returns).
6. Georgia Department of Revenue - Register/Manage a Business (Georgia Tax Center account management).
7. Georgia Tax Center - Georgia Tax Center portal (close tax accounts).
8. IRS - Closing a Business (final returns; closing the EIN account).
9. IRS - Canceling an EIN – Closing Your Account (letter to the IRS).
10. IRS - About Form 1065 (final partnership return).
11. Legal Information Institute - Winding up (settling affairs before dissolution).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and procedures change; verify current requirements with the Georgia Secretary of State and Georgia Department of Revenue before acting.