To dissolve a limited liability company (LLC) in Georgia, there are specific steps that must be taken. Here are the steps to follow:
- Conduct Business Clearance - this is the process of ensuring that the LLC has paid all the taxes and debts due to the state of Georgia.
- Adopt a Resolution to Dissolve - a meeting must be held and a resolution to dissolve the LLC must be passed, and the voting requirements must be met. Also, the resolution must be written and signed by all members, if possible.
- File Articles of Dissolution with the Secretary of State - this document officially dissolves the LLC with the state of Georgia. It should include the LLC's name, date of dissolution, and signatures of all LLC members.
- Wind Up Business Affairs - ensure all liabilities are settled, outstanding debts are repaid, and the remaining assets are distributed among the members.
- File Tax Returns - the LLC must file final state and federal tax returns and pay any taxes due.
It is important to note that Georgia law requires that an LLC must exist until it has been dissolved properly with the state. If an LLC fails to file the required Articles of Dissolution, it will continue to be responsible for the taxes and filings such as annual reports.
Furthermore, if the LLC owes any money to creditors, it is essential to pay off those debts before distributing assets to members. Failure to do so can lead to legal liabilities for members of the LLC.
In case of any disputes, members may want to consult with an attorney in Georgia for advice on how to proceed with the dissolution process.
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