Corporations Elections Licensing Securities

How to Terminate an LLC


A Certificate of Termination is filed to terminate an LLC. There is no filing fee for filing a Certificate of Termination for an LLC; however, the entity must be current in its registration and in an active status prior to submitting a Certificate of Termination.

Before filing, check the Corporations Division website to make sure the LLC is in “active/compliance” status. If the posted status is “active/noncompliance,” go to https://cgov.sos.state.ga.us.
and file the currently due annual registration before submitting the termination document. An entity must be current to terminate.  An annual registration submitted online before 4 p.m. will update the entity overnight.

Prepare a “Certificate of Termination” in the format below and mail it to:  Corporations Division, 237 Coliseum Drive, Macon, GA 31217.

A certificate of termination must include the following:

  1. The name of the LLC;
  2. That all known debts, liabilities, and obligations of the LLC have been paid, discharged, or barred, or that adequate provision has been made therefor; and
  3. That there are no actions pending against the LLC in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending action.

The effective date of the termination will be the date the document is received by the Corporations Division. The processing time varies from two to eight days depending on workload; a certificate of termination will be mailed upon completion.

Type this sample format on white, letter sized paper:


Certificate of Termination

Of

(insert name of dissolving entity)

1.

The name of the limited liability company is (insert name of dissolving entity).

2.

All known debts, liabilities and obligations of the limited liability company have been paid OR adequate provision made therefore. (Choose only one of the statements)

3.

There are no actions pending against the limited liability company in any court OR adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against the LLC in any pending action. (Choose only one of the statements)

  _______________________________

  (Insert name of filing person)

  (Include title of filing person)


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