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Voluntary Dissolution. Notice of Intent to Dissolve. Each corporation that has commenced business must file a notice of intent to dissolve with the Commissioner. Said notice shall be marked with the time and date of receipt and a copy of said notice shall be returned to the corporation.
A corporation that has issued shares and commenced business may dissolve by filing a Notice of Intent to Dissolve pursuant to O.C.G.A. 14-2-1403 and Articles of Dissolution pursuant to O.C.G.A. 14-2-1408. Form CD 410 and CD 412 may be used for this purpose.
To cancel an entity's registration in Georgia, file an Application for Withdrawal of Certificate of Authority with the Georgia Secretary of State, Corporations Division (SOS). There is one form for all entities, so indicate which type of entity the application is for.
A dissolved limited liability company may file a certificate of termination with the Secretary of State. Form CD 415 may be used for this purpose. Use of this form is optional. A certificate of termination may also be drafted pursuant O.C.G.A.
Georgia LLCs can only be reinstated within five years of administrative dissolution. After five years, the state requires a new entity be formed.
Georgia state law requires all Georgia corporations, LLCs, nonprofits, LPs, and LLLPs to file a Georgia Annual Registration (annual report) each year with the Georgia Secretary of State, Corporations Division. This page provides clear instructions for how to file the Georgia Annual Report yourself.
The Certificate of Intent to Dissolve gives notice to creditors and the public that the corporation is no longer carrying on business.