How to Dissolve an LLC in Georgia: Certificate of Termination, Final Taxes and Local Closeout
Closing a Georgia LLC is a sequence, not a single form. The Secretary of State filings are only one piece. The Department of Revenue, the Department of Labor, your city or county, and the IRS each hold an account you opened when you started the business, and each one stays open until you close it. If you skip one, you can end up with a balance, a penalty, or an open account years later. This guide walks through how to dissolve an LLC in Georgia in the order we recommend.
Start with the terms. For an LLC, the Secretary of State filings are a statement of commencement of winding up and a certificate of termination. An LLC does not file articles of dissolution. That document belongs to corporations.
Step 1: Decide, document and settle obligations
Your operating agreement controls how the decision to dissolve must be made, so read its dissolution clause first. Whatever approval rule applies, record the decision in a signed written resolution or consent and keep it with your formation records.
Then settle what the business owes and is owed. List outstanding debts, unpaid invoices, open customer orders, service contracts, leases, and equipment financing. Notify customers and vendors, and decide how each open contract will end or transfer. Winding up is when you collect receivables, pay creditors and finish work in progress. It is much easier to do this before the public filings are made.
Step 2: File with the Secretary of State
The statute sets no base fee for either winding-up filing (O.C.G.A. 14-11-1101). Georgia's eCorp system adds a $10 service charge to each filing, so confirm the exact charge on the screen before you pay. File through the Georgia Secretary of State eCorp portal, and check the Corporations Division page for current forms and guidance.
File the statement of commencement of winding up first. File the certificate of termination once winding up is complete. Keep the eCorp confirmation for each filing.
Two points matter here. First, a dissolved LLC continues to exist for winding up, and its registered agent's authority continues (O.C.G.A. 14-11-603(b)(3)). Keep your registered agent in place until winding up is finished. Second, this guide does not describe the legal effect of a voluntary termination beyond that. Check the statute or ask a lawyer what happens to remaining liabilities after filing.
Step 3: File the last annual registration if one is due
Georgia requires an Annual Registration for LLCs. The fee is $60 ($50 plus a $10 service charge), and filings are due January 1 to April 1 each year. A late filing carries a $25 penalty. An LLC files its first annual registration in the year after it forms, so an LLC formed and closed in the same year may owe none. Confirm the current window, penalty and whether one is due for your situation on the Secretary of State site. If one is due, file it so no balance remains on the record.
Step 4: Close your Department of Revenue accounts
Closure with the Georgia Department of Revenue means filing final returns and then closing each account through your Georgia Tax Center profile. Work through these in order:
- Final income tax return. Georgia uses one flat rate: 5.19% for 2025 and 4.99% for 2026. The form depends on how the LLC was taxed. Use Form 500 for the owner of a single-member LLC, Form 700 for a partnership LLC, and Form 600 or 600S for an LLC taxed as a corporation.
- Final sales tax return. If you collected sales tax, file a final return. The state rate is 4%, and combined state and local rates run from 6% to 9% by county and city (Atlanta is 8.9%). Out-of-state sellers owe collection at $100,000 of Georgia sales or 200 separate transactions, so confirm whether that threshold applied to you.
- Final withholding return. If you had employees, file the final withholding return after your last payroll.
- Close the accounts. Once the final returns are filed, close the accounts with the Department of Revenue and confirm the closure on your Georgia Tax Center profile. Keep copies of every return.
Step 5: Close the Department of Labor unemployment account
If the LLC had an unemployment insurance account with the Georgia Department of Labor, close it after your final wage reports. Do not assume the account is inactive until the Department of Labor confirms the closure. Confirm the procedure with the agency directly.
Step 6: Cancel the local certificate and withdraw any trade name
Georgia has no general state business license, so the license you most likely need to cancel is local. The local license is an occupation tax certificate, often called a business license. It is issued by the city if the business is inside city limits, or by the county for unincorporated areas (O.C.G.A. Title 48, chapter 13). A business inside a city pays the city, not the county. Georgia has 159 counties and about 537 cities and towns, and each sets its own formula, dates and prerequisites. Contact the office that issued your certificate, ask how to cancel it, and ask whether any final amount applies.
If you registered a trade name (DBA), note that trade names are filed with the Clerk of Superior Court of the county where the business is chiefly carried on, not with the Secretary of State. To withdraw one, file an amended filing with that same clerk. The original registration cost about $165 to $166 in clerk fees in the counties checked, plus newspaper publication once a week for two weeks. Confirm the withdrawal fee and procedure with your county clerk.
Step 7: Handle the federal closeout
Federal items run on a separate track but follow the same logic. File the final federal return for the entity as applicable, file final payroll tax returns, and issue final wage statements. When the business is done, close the EIN account with the IRS by letter, as applicable to your entity. Confirm the current IRS procedure at IRS.gov before you send anything.
Dissolution fees at a glance
The dissolution paperwork carries no base fee. Your costs are the service charges on the Secretary of State filings and any final registration. Other items depend on the agency involved.
| Item | Cost | Notes |
|---|---|---|
| Statement of commencement of winding up | No base fee in statute | $10 service charge applies; confirm in eCorp |
| Certificate of termination | No base fee in statute | $10 service charge applies; confirm in eCorp |
| Final annual registration (if due) | $60 ($50 plus $10 service charge) | Due January 1 to April 1; $25 late penalty; confirm with the Secretary of State |
| Reinstatement after administrative dissolution | About $260 | Applies only if the state dissolved the LLC; confirm with the Secretary of State |
| Local occupation tax certificate cancellation | Set by the city or county | Confirm with the issuing office |
| Trade name withdrawal | Set by the clerk | Confirm with the county clerk of superior court |
If the state dissolved your LLC instead
Voluntary closure is different from administrative dissolution. If Georgia dissolved your LLC because annual registrations went unfiled, the business did not close by choice, and the fix is reinstatement. An administratively dissolved LLC can be reinstated within 5 years for about $260. See our guide to reinstating an LLC after administrative dissolution before you file anything to close it.
Corporations: a short note
A corporation follows a different path. It files articles of dissolution, which carry no base fee, and it publishes a notice of intent to dissolve in the legal organ at about $40 under O.C.G.A. 14-2-1403.1. The newspaper sets the final charge. A corporation may also need to file a final net worth tax return with the Department of Revenue, since corporations pay a net worth tax of $0 to $5,000 depending on net worth. A typical LLC owes no Georgia franchise tax, so an LLC has no franchise tax closeout step.
If you are forming the business in the first place, our guide on how to start an LLC in Georgia covers the filing, name rules and registered agent requirements that come before closure.
When to bring in a professional
Closing is straightforward when the LLC has no debt, no employees, no sales tax history and no open contracts. It gets complicated with pending litigation, outstanding loans, disputes among owners, real estate, or payroll across several accounts. Talk to a Georgia attorney about how dissolution affects your liability and your contracts. Talk to a CPA about final tax returns, especially how the entity was taxed. The Georgia Small Business Development Center at the University of Georgia can also point you to resources at georgiasbdc.org.
Disclaimer: This article is informational content, not legal or tax advice. Fees, deadlines and procedures change, so confirm current requirements with the Georgia Secretary of State, the Georgia Department of Revenue, the Department of Labor, and your local issuing office before you file.