How to dissolve a corporation in Georgia

What does it cost to dissolve a corporation in Georgia?

Georgia is inexpensive on the filing side. The Secretary of State's fee for a corporation's dissolution is modest, commonly around $10 by mail with online filing available, confirm the current amount, since corporation fees can differ from LLC fees. There is no tax-clearance certificate to obtain first, so the state side is straightforward.

Fees change; we confirm the current figure with the Secretary of State before we file. See the wider picture on the main corporation guide.

How do the board and shareholders approve dissolution?

A Georgia corporation dissolves through its governance structure in two moves. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, generally a majority of the shares entitled to vote.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the dissolution documents and confirms the dissolution was authorized.

How do you dissolve a Georgia corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve, generally by a majority of shares, recorded in writing.
3. File the dissolution documents. A corporation that issued shares files a Notice of Intent to Dissolve and then Articles of Dissolution with the Georgia Secretary of State.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
5. Wind up the business. Notify creditors, settle or provide for debts, collect receivables, and distribute anything left to shareholders, creditors before shareholders, always.
6. File final returns and close accounts. File the final Georgia corporate income and net worth tax return, close Department of Revenue accounts, file the final federal return marked final, and close the IRS business account.

Notice of Intent to Dissolve and Articles of Dissolution

A Georgia corporation that has issued shares and begun business typically follows a two-document path with the Georgia Secretary of State, Corporations Division: a Notice of Intent to Dissolvewhich begins the winding-up period, and later Articles of Dissolutionwhich complete it. A corporation that never issued shares or commenced business can dissolve with a single, simpler filing. Both documents name the corporation and confirm the dissolution was authorized. If you are closing a Georgia LLC rather than a corporation, see how to dissolve an LLC in Georgia.

Does Georgia require tax clearance first?

No. Georgia does not require a tax-clearance certificate before the Secretary of State will file a corporation's dissolution documents. A corporation that operated still files its final Georgia corporate income and net worth tax return and closes any Department of Revenue accounts, sales tax, withholding, but none of that gates the dissolution filing itself.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Georgia corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your state filing, it is easy to complete the Georgia side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus its final Georgia returns. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. The Georgia filing gives the IRS no signal at all.

How long does it take in Georgia?

The paperwork is quick to prepare, and Georgia online filings are often processed within a few business days, though times vary with the queue and the two-document corporate path can add a step. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current Secretary of State processing times before relying on a date.

Rather have your Georgia corporation closed properly?

We prepare and file the Notice of Intent to Dissolve and Articles of Dissolution, guide the final state and federal returns, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a Georgia corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.