Dissolution in Georgia: A 2026 Guide to Closing Your Georgia Business

Keep in mind that you'll need to contact your county's legal newspaper and request for the notice to be published before you can officially sign and file. 

Step 3: Publish the Notice of Intent to Dissolve

A county's official legal newspaper is called a Legal Organ. Send the request to the Legal Organ that's in the same county as your registered agent's office. If you don't know it, check out the Georgia Press Association's helpful list of Legal Organs by county. Then, send the following statement along with a $40 publication fee to that organization:

"Notice Of Intent To Voluntarily Dissolve A Corporation

Notice is given that a notice of intent to dissolve (your corporation's name), a Georgia corporation with its registered office at (registered office address), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code."

Make sure the notice runs for two consecutive weeks and that you've kept ample proof of the publication in your corporate records. 

Step 4: Notify creditors and settle any debts

Compile a list of known creditors and claimants that your business may owe. Again, this is an extremely important step to help protect owners from becoming personally liable for business debts. Send a written notice to each creditor about your intent to dissolve the corporation and pay off any claims that come in.

Make sure to also cancel any lease agreements, vendor contracts, or service subscriptions connected to your business once bills are paid in full. You'll also need to file your final annual registration and federal tax returns.

Step 5: Distribute remaining assets to shareholders

After you've settled any debts, calculate the corporation's remaining assets, including tangible property, real estate, and intellectual property. Distribute these assets to the shareholders according to the rights and privileges that your corporation outlined in its bylaws or articles of incorporation.

Make sure to create written documentation of all shareholder distributions and keep them in your records. Keep in mind that capital gains from asset distributions can have tax implications. Consider consulting a tax professional if your situation is complex with diverse assets and multiple involved parties. 

Step 6: File articles of dissolution

Once you've filed the notice and requested its publication, you can officially dissolve your business in the Peach State. You can do this by filing Articles of Dissolution (Form CD 412) with the Secretary of State. Here's what to include:

• The name of your corporation
• Its control number
• The date that you filed your Notice of Intent with the SoS
• A statement that your corporation has settled any existing debts and liabilities
• Another statement affirming that the corporation has distributed (or prepared to distribute) the remaining assets to shareholders, or has deposited them with the SoS
• Affirmation that the corporation is not currently involved in a lawsuit
• The effective date (if not immediately, it can be up to 90 days after filing)
• The current date
• Your signature
• Your relationship to the business (i.e. are you an officer, member of the board, or attorney-in-fact?)

File your articles of dissolution in the exact same way you filed your Notice of Intent to Dissolve, either online or by mail to the Corporations Division. Remember that paper filings incur a $10 service fee. 

How do you dissolve a nonprofit organization in Georgia?

A nonprofit corporation in Georgia that has no members with voting privileges, no assets, and hasn't begun charitable activities can simply dissolve their business by filing articles of dissolution for a nonprofit. Otherwise, follow the steps below.

Step 1: Obtain board and/or member approval

Georgia state law requires nonprofit corporations to obtain approval from any members with voting rights before it can voluntarily dissolve. In this case, the board of directors must recommend dissolution to the members, clearly communicate voting details in advance, and base the decision on the majority vote, unless otherwise stated in the bylaws or articles of incorporation.

If there are no members with voting rights, the board of directors can decide whether or not to dissolve the business based on their own majority vote. But, again, they need to ensure all members understand where, when, and how the vote will take place.

Step 2: Create a dissolution plan

If approved, the next step is to create a dissolution plan that outlines how the nonprofit corporation will distribute its assets. This plan needs to outline how the nonprofit will do the following things:

• Settle all of the organization's liabilities, if any exist
• Return any assets that need to be returned
• Transfer any assets that the organization received for a specific charitable, religious, educational, or similar purpose (that doesn't need to be returned) to one or more organizations that exist for the same purpose
• Distribute other assets in accordance with the articles of incorporation or bylaws based on the members distribution rights

If your nonprofit is a charitable organization, it also needs to plan to notify the Attorney General of its intent to dissolve. 

Step 3: Notify the Georgia Attorney General and the Secretary of State

Nonprofits also need to file a similar Notice of Intent to Dissolve (Form CD 525) with the Secretary of State. You can also file this notice online through eCorp for free or by mail to the Corporations Division for a $10 paper filing fee.

However, unlike for-profit corporations, charitable corporations must send a similar notice to the Georgia Attorney General either before or on the same day that the file with the SoS. Here's what it needs to include:

• A copy of the dissolution plan
• The current net value of the corporation's assets (at the time of filing)
• A list with the names and last known address of any non-creditor to whom the corporation intends to transfer its assets (if not already included in the dissolution plan)

Unless the Attorney General states otherwise, wait to transfer any assets until 30 days after sending this written notice. Once you've transferred all the assets, send another list to the Attorney General that includes the name and address of every non-creditor who received assets and state which assets they received.

Step 4: File articles of dissolution

You're finally ready to file your nonprofit articles of dissolution (Form CD 530) with the Secretary of State and officially dissolve your business. The form will ask you to provide the following information:

• The name of your nonprofit
• Its control number
• The date that you filed your Notice of Intent with the SoS
• A statement that your nonprofit has settled any existing debts and liabilities
• Another statement affirming that it has distributed (or prepared to distribute) the remaining assets according to its dissolution plan
• Affirmation that the corporation is not currently involved in a lawsuit
• Confirmation that the nonprofit has notified the Attorney General (if it's a charitable organization)
• The effective date (if not immediately, it can be up to 90 days after filing)
• The current date
• Your signature
• Your relationship to the business (i.e. are you an officer, chairperson of the board, or attorney-in-fact?)

File this form online through eCorp, or mail a paper copy along with a $10 service fee to the following address: