Are you ready to stop doing business with your Georgia corporation, but you’re not sure how the official dissolution process works?
The state of Georgia requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Georgia corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File either Form CD-400, or both CD-410 and CD-412 with the Georgia Secretary of State.
- Fulfill all tax obligations with the state of Georgia, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Georgia Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
After reaching a resolution, you will need to file the Notice of Intent to Dissolve (Form CD-410) and the Articles of Dissolution, Profit Corporation (Form CD-412) with the Secretary of State. You can file both of these forms online here.
The Notice of Intent to Dissolve requires:
- Name of corporation
- Date of dissolution authorization
- Who approved the dissolution
- Effective date of dissolution
- Contact information
- Title and signature of authorized representative
Within one business day of mailing your Notice of Intent to Dissolve, you must also request a publication notice in the county in which your corporation’s principal office is located. This request must include payment for the $40 processing fee. The letter must request publication of the intent to dissolve for two consecutive weeks, starting within 10 days of filing the Notice of Intent to Dissolve. You can use the following format for this letter:
“Notice is given that a notice of intent to dissolve (corporations name), a Georgia corporation with its registered office at (address), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code.”
Once the Notice of Intent to Dissolve has been mailed and the county notified, you can file the Articles of Dissolution. This form requires the following information:
- Name of corporation
- Date on which the Notice of Intent to Dissolve was filed
- Affirmation that all debts and liabilities have been paid
- Affirmation that all remaining assets have been distributed
- Effective date of dissolution
- Contact information
- Title and signature of authorized representative
Neither form requires a filing fee (though you will need to pay $40 to publish notice of the dissolution in your county’s newspaper). So, if you’re filing by mail, you can simply mail them to the following address:
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313, West Tower
Atlanta, Georgia 30334
*Note: The Notice of Intent to Dissolve must be mailed prior to the Articles of Dissolution.
It generally takes 7-10 business days to process each document, though expedited service is available for a $100 fee.
How to Dissolve a Georgia Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If you have not distributed shares or begun conducting business, the process to dissolve your Georgia Corporation is much simpler. You only need to file the Articles of Dissolution for a Non-Commenced Business Profit Organization (Form CD-400). This form requires the following information:
- Name of corporation
- Date of incorporation
- Affirmation that either shares have not been distributed or business has not commenced
- Affirmation that all debts have been paid
- Who authorized the dissolution
- Effective date of dissolution
- Title and signature of authorized representative
Just like Forms CD-410 and CD-412, this process does not require a filing fee. You just need to fill in the information and send the form to this address:
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313, West Tower
Atlanta, Georgia 30334
This form generally takes 7-10 business days to process, though you can still expedite the filing for $100.
What Else Do I Need to Know About Dissolving a Corporation in Georgia?
If you voluntarily dissolve your Georgia corporation, your business name is immediately available to be claimed by other businesses.
However, this rule does not apply for administrative dissolution. If the state dissolves your corporation, your business name cannot be claimed for up to 5 years. In order to keep your business name, you will need to file for reinstatement before this period ends.
The state can dissolve your corporation if you do not file your annual registration in a timely manner. If this happens, you can file an application for reinstatement and pay $250 for processing. You can learn more about this process right here.
Conclusion
Dissolving a Georgia corporation that has not distributed shares or transacted business is very simple, but if you have commenced business and distributed shares, the process requires an additional form, as well as publication of your dissolution in a county newspaper.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Georgia corporation!