A Georgia LLC dissolves on the events in its documents, on all members' approval, or by court order (O.C.G.A. § 14-11-602). It then winds up, can use statutory notice procedures to cut off creditor claims (§§ 14-11-607, -608), and files a certificate of termination once debts are paid or provided for (§ 14-11-610). A corporation files a notice of intent to dissolve, publishes it, winds up, and then files articles of dissolution (§§ 14-2-1403, -1408). Just letting the company be administratively dissolved leaves those protections unused.
Owners close businesses for many reasons: retirement, a sale of assets, a partner split, or a business that didn't work out. The way you close matters. A company that dissolves properly and gives notice to creditors can shorten how long claims can be brought. A company that's simply abandoned stays exposed, and owners who took money out on the way may face claims of their own.
Step 1: Approve the dissolution
For an LLC formed on or after July 1, 1999, dissolution happens at a time or on events stated in the articles or a written operating agreement, when all members approve (unless the documents set a different vote), 90 days after the last remaining member's dissociation unless the documents provide otherwise, or by court decree (O.C.G.A. § 14-11-602(b)). Document the members' approval in writing.
For a corporation, the board proposes dissolution and the shareholders approve it, by default by "a majority of all the votes entitled to be cast" (§ 14-2-1402). If owners can't agree, see how to dissolve a business partnership and partner and shareholder disputes.
Step 2: Start winding up
- LLCs: the person winding up may file a statement of commencement of winding up with the Secretary of State (§ 14-11-606). It's optional, but filing it is what unlocks the claim-barring procedures below.
- Corporations: the corporation begins dissolution by filing a notice of intent to dissolve (§ 14-2-1403), and must send it to the county legal organ for publication once a week for two consecutive weeks (§ 14-2-1403.1).
- During winding up, the company still exists, but only to finish its business: complete or assign contracts, collect receivables, sell assets, and pay debts.
Step 3: Deal with creditors and cut off future claims
Georgia gives dissolving companies two notice tools. Using them is what turns "we closed" into "those claims are barred."
- Known claimants: send written notice with a claim deadline at least six months out. The company must accept or reject claims within six months after the deadline, and a rejected claimant must sue within one year of the rejection (§ 14-11-607 for LLCs; § 14-2-1406 for corporations).
- Unknown and future claims: publish a notice requesting claims. Claims are then barred unless the claimant sues within two years after publication (§ 14-11-608; § 14-2-1407). Contingent and later-arising claims get a somewhat longer outer window.
- For corporations, a shareholder's exposure on a claim enforced after dissolution is capped at the lesser of the shareholder's share of the claim or what the shareholder received in the distribution (§ 14-2-1407).
Step 4: Pay debts before you distribute anything
Pay or make provision for debts and obligations, including taxes, payroll, leases, and warranty obligations, before distributing what's left to owners. Owners who take distributions while known creditors go unpaid invite claims against themselves. Remember that personal guaranties survive the company's dissolution.
Step 5: File the final document
- LLCs file a certificate of termination when they can truthfully state that known debts are paid or provided for and no actions are pending, or that adequate provision has been made for them (§ 14-11-610).
- Corporations file articles of dissolution after the notice of intent and once debts are paid or provided for (§ 14-2-1408).
- Then close bank accounts, cancel your occupation tax certificate, close payroll and sales tax accounts, file final tax returns, and keep your records for the claims periods.
Why not just stop filing?
If you stop filing your annual registration, the Secretary of State will eventually administratively dissolve the company. That ends its good standing, but it doesn't run the creditor-notice process or start the claim-barring clocks described above. An administratively dissolved company can apply for reinstatement within five years, which shows how long its affairs can stay open. See annual registration and administrative dissolution.
LLC vs. corporation: the closing steps
| Step | LLC | Corporation |
|---|---|---|
| Approval | Events in documents, all members, or court (§ 14-11-602) | Board proposes, shareholders approve (§ 14-2-1402) |
| Start winding up | Optional statement of commencement (§ 14-11-606) | Notice of intent to dissolve, published (§§ 14-2-1403, -1403.1) |
| Known claims | Written notice; 6-month minimum deadline (§ 14-11-607) | Written notice; 6-month minimum deadline (§ 14-2-1406) |
| Unknown claims | Published notice; 2-year bar (§ 14-11-608) | Published notice; 2-year bar (§ 14-2-1407) |
| Final filing | Certificate of termination (§ 14-11-610) | Articles of dissolution (§ 14-2-1408) |
Frequently Asked Questions
How do I dissolve an LLC in Georgia?
Approve dissolution under your operating agreement or with all members' consent, wind up the business, give notice to creditors, pay or provide for debts, and file a certificate of termination with the Secretary of State (O.C.G.A. §§ 14-11-602, -610).
What form dissolves a Georgia corporation?
A corporation first files a notice of intent to dissolve and publishes it (§§ 14-2-1403, -1403.1), then files articles of dissolution once debts are paid or provided for (§ 14-2-1408).
Can creditors sue after my Georgia company is dissolved?
They can, within limits. Using the statutory notice procedures shortens the window: known claimants get a six-month minimum deadline, and published notice bars most other claims not brought within two years.
Is it OK to just let the state dissolve my company?
It ends good standing but doesn't give creditors notice or bar their claims. It also doesn't release any personal guaranties. A deliberate dissolution is usually the safer route.
Sources
- O.C.G.A. § 14-11-602 (LLC dissolution)
- O.C.G.A. § 14-11-606 (statement of commencement of winding up)
- O.C.G.A. § 14-11-607 (known claims against dissolved LLC)
- O.C.G.A. § 14-11-608 (other claims against dissolved LLC)
- O.C.G.A. § 14-11-610 (certificate of termination)
- O.C.G.A. § 14-2-1403 (notice of intent to dissolve)
- O.C.G.A. § 14-2-1407 (unknown claims against dissolved corporation)
- O.C.G.A. § 14-2-1408 (articles of dissolution)
This guide is general information about Georgia law as of October 30, 2026. It is not legal advice, and reading it does not create an attorney-client relationship. Laws change and every case turns on its own facts. Talk to a lawyer about your situation before you rely on a deadline or rule described here.