# How to Dissolve an LLC in Georgia: Form CD 415 and Fees

> Georgia LLCs file a Certificate of Termination (Form CD 415): no fee online, $10 on paper, once annual registrations are current. Corporation and tax steps.

Canonical: https://origindatapartners.com/guides/dissolve-llc-georgia
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

A Georgia LLC files a Certificate of Termination (Form CD 415) with the Secretary of State. It is free online at ecorp.sos.ga.gov and carries a $10 service charge on paper. Every annual registration must be current first. Then close sales tax and withholding accounts in the Georgia Tax Center, which can take up to 48 hours.

## Key points

- Georgia charges nothing to terminate an LLC online; the only cost is the $10 paper service charge if you mail it.
- Annual registrations must be up to date before Georgia accepts a termination, dissolution or withdrawal.
- Corporations take an extra step: a notice of intent to dissolve, with a newspaper publication request, before the articles of dissolution.

## How Georgia handles closing an LLC

Georgia's closing document for an LLC is a Certificate of Termination, filed by a dissolved company once its debts have been paid or provided for and no lawsuits are pending without provision for a judgment. Form CD 415 is the Secretary of State's template; its use is optional, and a certificate may also be drafted under O.C.G.A. 14-11-610 ([Georgia business forms](https://sos.ga.gov/page/georgia-business-forms)).

What blocks most Georgia filings is not the form but the annual registration. The Corporations Division will not issue a termination until every annual registration due has been filed and paid ([Georgia FAQ](https://sos.ga.gov/page/business-division-faq)). For the general LLC steps, including the member vote and final federal returns, see [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc).


## Steps to dissolve an LLC in Georgia

For a Georgia LLC with employees or a sales tax number, this order keeps each agency satisfied:

- Record the members' decision and wind up: collect receivables, pay or provide for debts, resolve or provide for pending suits.
- Optionally file a Statement of Commencement of Winding Up (Form CD 414), which Georgia lists among its LLC templates ([Georgia business forms](https://sos.ga.gov/page/georgia-business-forms)).
- File any overdue annual registration first. The Corporations Division fee schedule lists the annual registration at $50 plus a $10 service charge, with a $25 penalty when it is late ([Georgia fee schedule](https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees_0.pdf)).
- File the Certificate of Termination online at ecorp.sos.ga.gov to avoid the $10 paper charge.
- File final Georgia returns, then ask the Department of Revenue to close sales and use and withholding accounts ([Georgia Department of Revenue](https://dor.georgia.gov/how-do-i-close-business-georgia)).
- File the last quarterly unemployment tax and wage report with the Georgia Department of Labor ([Georgia Department of Labor](https://dol.georgia.gov/file-tax-and-wage-reports-and-make-payments)).


## Filing the Georgia Certificate of Termination

The Secretary of State's fee schedule, effective September 6, 2025, lists the Certificate of Termination (LLC) as no fee online and $10 on paper ([Georgia fee schedule](https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees_0.pdf)), and the CD 415 instructions say there is no fee or service charge to file it online ([Form CD 415](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Certificate%20of%20Termination%20%28CD%20415%29.pdf)). A member, manager, organizer or attorney in fact signs it ([Georgia FAQ](https://sos.ga.gov/page/business-division-faq)). The certificate can take effect on filing or on a later date up to 90 days after filing ([Form CD 415](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Certificate%20of%20Termination%20%28CD%20415%29.pdf)).

Georgia offers expedited review for a fee, starting at $120 for a response within two business days ([Georgia fee schedule](https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees_0.pdf)). Most online filings by a current, compliant LLC do not need it.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

| Document | Form | State fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Georgia LLC termination | Certificate of Termination (CD 415) | No fee online; $10 paper | ecorp.sos.ga.gov or by mail | Annual registrations must be current |
| LLC winding-up notice (optional) | Statement of Commencement of Winding Up (CD 414) | No fee online; $10 paper | ecorp.sos.ga.gov or by mail | Optional template |
| Corporation, step 1 | Notice of Intent to Dissolve (CD 410) | No fee online; $10 paper | ecorp.sos.ga.gov or by mail | Publication of the notice must be requested and paid for |
| Corporation, step 2 | Articles of Dissolution (CD 412) | No fee online; $10 paper | ecorp.sos.ga.gov or by mail | Filed after or with the notice of intent |
| Foreign entity leaving Georgia | Application for Withdrawal | No fee online; $10 paper | ecorp.sos.ga.gov or by mail | For LLCs and corporations formed elsewhere |
| Reinstating an administratively dissolved entity | Application for Reinstatement | $260 ($250 plus $10 service charge) | ecorp.sos.ga.gov or by mail | Within 5 years of the administrative dissolution |

Source: [Georgia Secretary of State: Business Division FAQ](https://sos.ga.gov/page/business-division-faq)

## Georgia Department of Revenue and Department of Labor

The Department of Revenue's rule for closing is that the taxpayer must be compliant, meaning all required returns are on file, and closing an account does not stop collection of what is owed ([Georgia Department of Revenue](https://dor.georgia.gov/how-do-i-close-business-georgia)). On the final Georgia income tax return, check the box marking it final and attach a written explanation. DOR lists Form 700 for partnerships and Forms 600, 600S or 600T for corporations and LLCs taxed that way.

- Sales and use and withholding accounts close in the Georgia Tax Center under "Request to Close Account": enter the cease date and allow up to 48 hours for the update.
- A written request on company letterhead, signed by the owner or a power of attorney on file, also works.
- DOR offers a tax clearance letter as a separate service; it is not part of the Secretary of State filing ([Georgia Department of Revenue](https://dor.georgia.gov/how-do-i-close-business-georgia)).
- Employers keep filing quarterly unemployment tax and wage reports for each quarter they are in business, including the last one ([Georgia Department of Labor](https://dol.georgia.gov/file-tax-and-wage-reports-and-make-payments)).


## Dissolving a Georgia corporation: notice of intent and publication

A Georgia corporation that has issued shares or commenced business dissolves in two filings: a Notice of Intent to Dissolve and then Articles of Dissolution ([Georgia FAQ](https://sos.ga.gov/page/business-division-faq)). The notice must include a statement that the request to publish a notice of intent to dissolve, and payment for it, has been made under O.C.G.A. 14-2-1403.1; the publication notice itself is not sent to the Secretary of State. On the form, the corporation certifies that the request and [the publication fee of $40](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Notice%20of%20Intent%20to%20Dissolve%2C%20Profit%20Corporation%20%28CD%20410%29.pdf) went to the official legal organ of the county of its registered office. Corporations that never issued shares or started business skip the notice.

Both filings are free online and $10 each on paper ([Form CD 412](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Articles%20of%20Dissolution%2C%20Profit%20Corporation%20%28CD%20412%29.pdf)), so the newspaper notice is the main cost. The officer, board chair or attorney in fact signs them. Federal steps (Form 966 and the final corporate return) are in [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation).


## Administrative dissolution and reinstatement in Georgia

Most administrative dissolutions in Georgia come from a missed annual registration, often because the company is already out of business ([Georgia FAQ](https://sos.ga.gov/page/business-division-faq)). The Corporations Division mails a notice, and the entity has 60 days from its date to respond. An administratively dissolved entity still exists but may only wind up.

Here is the Georgia trap: an administratively dissolved entity that wants to terminate voluntarily must reinstate first. Reinstatement is available within 5 years of the administrative dissolution and costs $260 on the fee schedule effective September 6, 2025: a $250 fee plus a $10 service charge, online or on paper ([Georgia fee schedule](https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees_0.pdf)). The Division's FAQ still quotes $250 online, so confirm the amount when you file. Only domestic entities can reinstate; a foreign entity that was revoked must re-qualify.


## Out-of-state LLCs registered in Georgia

A foreign entity that stops operating in Georgia should file an Application for Withdrawal under O.C.G.A. 14-11-707 for LLCs or 14-2-1520 for corporations, online at ecorp.sos.ga.gov or on paper with the $10 service charge ([Georgia FAQ](https://sos.ga.gov/page/business-division-faq)). Its annual registrations must be current first. For a Delaware entity, the Delaware cancellation is a separate step; see [dissolving a Delaware LLC](https://origindatapartners.com/guides/dissolve-llc-delaware).


## Georgia records to keep and export

Keep the filed termination, proof of the final annual registration, final DOR and Department of Labor filings and the account closure confirmations. The IRS asks employers to keep employment tax records at least 4 years ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)), and it closes the EIN account only after all returns are filed and taxes paid ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)).

Before you shut off cloud tools, take complete exports with the history attached, not only the latest state of each record. Our guides to [export company records before closing](https://origindatapartners.com/guides/export-company-records-before-closing) and [business records after closing](https://origindatapartners.com/guides/business-records-after-closing) cover what to keep and who should hold it.


## Records that may be worth more than the office furniture

Atlanta logistics firms, Georgia clinics and software startups all generate structured operational history: dispatch logs, tickets, claims and code. AI developers license this kind of material under written terms once personal data is removed. Check before deleting it; [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing) explains what makes records licensable.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. [Get a free estimate of what your records could be worth](https://origindatapartners.com/check-fit).


## Questions and answers

### How much does it cost to dissolve an LLC in Georgia?

Nothing online. The Certificate of Termination (Form CD 415) has no fee when filed at ecorp.sos.ga.gov and a $10 service charge on paper. Any overdue annual registration ($50 plus a $10 service charge) must be paid first.

### Can I dissolve an LLC online in Georgia?

Yes. File the Certificate of Termination through the Secretary of State's online services at ecorp.sos.ga.gov. Filing online avoids the $10 paper service charge.

### What form do I use to dissolve an LLC in Georgia?

Form CD 415, the Certificate of Termination. Its use is optional: you may draft your own certificate under O.C.G.A. 14-11-610 if it contains the same statements.

### Do I need a tax clearance to dissolve a Georgia LLC?

The Secretary of State does not ask for one. The Department of Revenue requires all returns to be on file before it closes your accounts, and offers a tax clearance letter as a separate service.

### What happens if I do not dissolve my LLC in Georgia?

The Secretary of State administratively dissolves the LLC after a missed annual registration. To terminate it properly afterwards you must reinstate first, which costs $260 ($250 plus a $10 service charge) on the current fee schedule.

### How do I dissolve a corporation in Georgia?

File a Notice of Intent to Dissolve (CD 410), certifying that publication of the notice has been requested and the $40 publication fee paid, then Articles of Dissolution (CD 412). Both are free online and $10 each on paper.

### How long does a Georgia certificate of termination take?

We found no published standard turnaround for Georgia online filings. Expedited review starts at $120 for a response within two business days, and the certificate can be set to take effect up to 90 days after filing.

## Sources

- [Georgia Secretary of State: Business Division FAQ](https://sos.ga.gov/page/business-division-faq)
- [Georgia Secretary of State: business forms](https://sos.ga.gov/page/georgia-business-forms)
- [Georgia Corporations Division: filing fees PDF, effective September 6, 2025](https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees_0.pdf)
- [Georgia Secretary of State: Form CD 415, Certificate of Termination, with instructions (PDF)](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Certificate%20of%20Termination%20%28CD%20415%29.pdf)
- [Georgia Secretary of State: Form CD 410, Notice of Intent to Dissolve, with instructions (PDF)](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Notice%20of%20Intent%20to%20Dissolve%2C%20Profit%20Corporation%20%28CD%20410%29.pdf)
- [Georgia Secretary of State: Form CD 412, Articles of Dissolution, with instructions (PDF)](https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Articles%20of%20Dissolution%2C%20Profit%20Corporation%20%28CD%20412%29.pdf)
- [Georgia Secretary of State: filing fees and expedited processing](https://sos.ga.gov/how-to-guide/filing-fees-and-expedited-processing-document-filings)
- [Georgia Department of Revenue: close a business in Georgia](https://dor.georgia.gov/how-do-i-close-business-georgia)
- [Georgia Department of Labor: file tax and wage reports](https://dol.georgia.gov/file-tax-and-wage-reports-and-make-payments)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How long to keep business records: keep, destroy or license](https://origindatapartners.com/guides/business-records-after-closing)
- [Closing a software business: what could have value beyond the code?](https://origindatapartners.com/guides/sell-company-data-after-closing)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)