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How do I dissolve my Georgia corporation?

When you close your company and wrap up your business operations, you’re “dissolving” the corporation. This process involves many steps, so it’s helpful to have legal assistance or a tax professional when you begin. While youdissolving corporation can “informally” dissolve your company by no longer doing any business, this is not the legal way to end your company, and it may leave you vulnerable to potential lawsuits. The State expects you to satisfy all legal requirements to formally dissolve the company. In the state of Georgia, you must file Articles of Dissolution and/or Notice of Intent to Dissolve documents in order to dissolve your company.

Steps to Follow When Dissolving your Corporation

There are two different ways to dissolve a company in Georgia. The process depends on whether or not your corporation has issued shares and/or commenced business. You will either file Articles of Dissolution and/or Notice of Intent to Dissolve documents. These documents must be filed separately but can be submitted together.

If your corporation has not commenced business and/or not issued shares, you must file Articles of Dissolution. The article needs to state:

  • The corporation name
  • The date of incorporation
  • The corporation has not commenced business and/or not issued shares
  • The corporation has no unpaid debts
  • All assets left over after ending the corporation have been distributed to all of the shareholders if shares were issued
  • A majority of the initial directors/incorporators have authorized this dissolution

This article must be signed by a chairperson, an incorporator, officer, or a trustee.

If the corporation has commenced business and/or has issued shares, you dissolve by filing a “Notice of Intent to Dissolve” to the Secretary of State as well as Articles of Dissolution. A Notice of Intent to Dissolve must state:

  • The corporation name
  • The date authorizing the dissolution
  • A statement that all shareholders approved the dissolution
  • A statement that the notice of intent to dissolve will be made public

Do You Want to Dissolve Your Corporation?

Dissolving your corporation is an involved process. There are multiple steps involved, and seeking the advice of an attorney can help you deliver the necessary legal documents. Contact Duffy Feemster at 912-236-6311 to end your business, or visit our website to get the help you need.

 

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