What are my options if I want to dissolve my LLC in Georgia?

If you want to dissolve your LLC in Georgia, you have several options to consider. Below are the steps you need to take to dissolve your LLC in Georgia, along with some important legal considerations.

1. Check your LLC operating agreement: First, you need to check your LLC operating agreement to see if it contains any provisions on how to dissolve the LLC. If it does, you must follow those provisions.
2. File Articles of Dissolution: If there are no provisions in your operating agreement, you must file Articles of Dissolution with the Georgia Secretary of State. The Articles of Dissolution must include the following information:
   • The name of the LLC
   • The date of filing of the LLC’s Articles of Organization
   • A statement that the LLC has completed winding up its affairs
   • A statement that the LLC has paid or adequately provided for all known debts and liabilities
   • A statement that the LLC is dissolved
   • The effective date of the dissolution
   The filing fee for Articles of Dissolution is $100.
3. Wind up the Affairs of the LLC: After filing Articles of Dissolution, you must wind up the affairs of the LLC. This involves:
   • Paying outstanding debts and liabilities
   • Distributing remaining assets to members
   • Cancelling any contracts or agreements the LLC has entered into
4. Inform Creditors and Other Parties: You must also notify all creditors and other parties with whom the LLC has done business about the dissolution of the LLC.
5. Cancel Business Licenses and Permits: Finally, you must cancel any business licenses and permits the LLC has obtained.

Important Legal Considerations:

• Once the Articles of Dissolution are filed, the LLC no longer exists as a legal entity.
• If you fail to pay outstanding debts and liabilities and inform creditors and other parties, you may be held personally liable.
• If you do not wind up the affairs of the LLC properly, creditors and others may challenge the validity of the dissolution.
• If you dissolve your LLC without properly winding up its affairs, you risk losing your limited liability protection.

Suggestions for Further Action:

• Consult with a business attorney: A business attorney can help you understand the legal implications of dissolving your LLC and ensure that you follow all necessary steps.
• Consider working with a CPA: A CPA can help you ensure that all taxes owed by the LLC are paid and that any distributions to members are handled properly.
• Create a checklist: Create a checklist of all the steps you need to take to dissolve your LLC to ensure that you don't miss anything important.