What is Georgia Corporation Dissolution? |
A Georgia Corporation is created when the GA Secretary of State approves the Articles of Incorporation.
A record of the Georgia Corporation is added to the list of Corporations which have officially registered with
the Georgia Secretary of State.
Once a Corporation is registered with the Georgia Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Georgia Corporation is created when the GA Secretary of State approves the Articles of Incorporation.
A record of the Georgia Corporation is added to the list of Corporations which have officially registered with
the Georgia Secretary of State.
Once a Corporation is registered with the Georgia Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Georgia Corporation with the Georgia Secretary of State and want to cease business activities
you have to let the GA Secretary of State know that you intend to close your company.
Only after the GA Secretary of State has made sure that all of the obligations of the Georgia Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Georgia Secretary of State approves the closing of a GA Corporation, that Georgia Corporation is said to be
Dissolved.
The process of Dissolving a Georgia Corporation is called Georgia Corporation Dissolution.
A Georgia Corporation must be up to date in its Annual Report filings with the Georgia Secretary before the GA Secretary of State will accept a Notice of Intent to Dissolve the Georgia Corporation.
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Why do I need to Dissolve a Georgia Corporation? |
As soon as a Georgia Corporation is registered with the GA Secretary of State, that Corporation is responsible for
recurring obligations of the Georgia Secretary of State and the Georgia Department of Revenue.
If the Georgia Corporation does not file reports or pay taxes then that GA Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Georgia Corporation with the Georgia Secretary of State that GA Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Georgia Corporation? |
Georgia Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Georgia Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Georgia Secretary of State;
and things that you have to do after the GA Secretary of State has approved Dissolution of the Georgia Corporation.
What you have to do both before and after the Georgia Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Georgia Corporation has.
If the Georgia Corporation has not commenced business then the GA Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Georgia Corporation? |
Things you need to do before you Dissolve a Georgia Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Georgia Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Georgia Corporation
3. File a Notice of Intent to Dissolve with the GA Secretary of State
4. File all required Annual Registrations with the Georgia Secretary of State
5. Clear up any business debt
6. Pay all taxes and administrative fees owed by the Georgia Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Georgia Corporation
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If a Board of Directors has been appointed for the Georgia Corporation then the Board is required to adopt a
resolution to Dissolve the GA Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Georgia Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Georgia Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Georgia Corporation
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If a Georgia Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Georgia Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Georgia Secretary of State.
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3. File a Notice of Intent to Dissolve with the GA Secretary of State
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The Statement of Intent to Dissolve must be filed with the Georgia Secretary of State before
initiating the final stages of the Georgia Corporation Dissolution process.
- We can prepare your Notice of Intent to Dissolve and file it with the GA Secretary of State.
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4. File all required Annual Registrations with the Georgia Secretary of State
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The Georgia Secretary of State will not approve the Dissolution of a GA Corporation until all required
reports have been filed.
- We can file any required Annual Registration with the GA Secretary of State.
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5. Clear up any business debts
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All creditors of a Georgia Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
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6. Pay all taxes and administrative fees owed by the Georgia Corporation
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The Georgia Secretary of State will definitely not approve the Dissolution of a Georgia Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Georgia Corporation? |
Things you have to do after you Incorporate in Georgia.
1. Distribute all remaining assets of the Georgia Corporation
2. Close all business bank accounts of the Georgia Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the GA Corporation's Federal Tax ID (EIN) 6. Publish a Notice of Dissolution of the Georgia Corporation
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1. Distribute all remaining assets of the Georgia Corporation
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If the Georgia Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the GA Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Georgia Corporation
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If there are any business accounts that have been opened for the Georgia Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Georgia Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the GA Corporation
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If the Georgia Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Georgia Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Georgia Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Georgia Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the GA Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Georgia Corporation. 
Once the IRS links an EIN to a Georgia Corporation, that EIN stays with the Georgia Corporation even after the Company has been Dissolved by the
Georgia Secretary of State.
When the IRS processes the final tax return for the Georgia Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Georgia Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Georgia Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Georgia Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Georgia Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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6. Publish a Notice of Dissolution of the Georgia Corporation
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No later than the next business day after the Notice of Intent to Dissolve the Georgia Corporation is delivered to the Georgia Secretary of State, the GA Corporation must submit a Publication Notice of Dissolution to a newspaper of general circulation in the Georgia county in which the Corporation’s registered office is located.
- We can prepare a Notice of Dissolution and make sure it gets published according to the GA Secretary of State's rules.
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How long does it take to Dissolve a Georgia Corporation? |
The time it takes to Dissolve a Georgia Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Georgia Secretary of State usually takes around 7-10 business days to process the Articles of Dissolution.
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The time it takes to Dissolve a Georgia Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Georgia Secretary of State usually takes around 7-10 business days to process the Articles of Dissolution.
Processing times for Georgia Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Georgia Dissolution filings takes the state around 7-10 business days.
PLEASE NOTE: WE CANNOT GUARANTEE GEORGIA SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Georgia Secretary of State .
In our experience 7-10 business days is the time it usually takes the Georgia
Secretary of State to process a Georgia Dissolution filing.
We get your Georgia Corporation Dissolution filing to the GA Secretary of State ASAP.
Once it is at the state we have no control over the Georgia Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Georgia? |
The total cost to Dissolve a Georgia Corporation varies depending on exactly what is required for each specific
GA Dissolution.
We charge $249.00 plus any state fees for our Georgia Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Georgia Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from GA Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Georgia Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a GA Domestic Corporation? |
If there are Foreign Corporations in states other than Georgia that are tied to the Domestic Georgia Corporation then
each of those Foreign Corporations must be Dissolved before the Georgia Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Georgia after I Dissolve? |
The name of an Administratively Dissolved Georgia Corporation is reserved for a period of 5 years after the date of Administrative Dissolution or until the Georgia Corporation is Reinstated by the Georgia Secretary of State, whichever is sooner.
A Georgia Corporation company name becomes available for anyone to use when the Georgia Corporation is voluntarily Dissolved.
There are no LLC company name protections in Georgia once a Georgia LLC has been voluntarily Dissolved.
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Do I have to publish a Notice of Dissolution of the Georgia Corporation? |
No later than the next business day after the Notice of Intent to Dissolve the Georgia Corporation is delivered to the Georgia Secretary of State, the GA Corporation must submit a Publication Notice of Dissolution to a newspaper of general circulation in the Georgia county in which the Corporation’s registered office is located.
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