Certificate of Termination for a Georgia LLC: requirements, filing steps, Form CD 415 guide, and how FastFile helps you terminate your LLC quickly and correctly.
Georgia Certificate of Termination for a Limited Liability Company Guide
Filing a Certificate of Termination for a Limited Liability Company in Georgia is the final legal step required to officially close an LLC under Georgia law. After completing dissolution and winding-up activities, the LLC must submit Form CD 415 to confirm that all debts, obligations, and legal actions have been properly resolved.
What Is a Certificate of Termination for a Georgia LLC?
A Certificate of Termination for a Limited Liability Company in Georgia is the official legal document filed with the Georgia Secretary of State to formally end an LLC’s existence.
After the LLC completes dissolution and all winding-up activities, the Certificate of Termination (Form CD 415) is used to confirm that the business has settled its debts, addressed any outstanding legal obligations, and is ready to cease operations under O.C.G.A. § 14-11-610.
Filing this certificate removes the LLC from the state’s active records and ends all future compliance obligations such as annual registrations and state filings. It is the final, mandatory step in the Georgia LLC termination process.
What Is a Certificate of Termination for a Georgia LLC?
Requirements Before Filing a Certificate of Termination
1. Complete LLC Dissolution and Winding-Up
Before submitting the Certificate of Termination for Limited Liability Company in Georgia, the LLC must fully complete its dissolution and winding-up responsibilities. This includes paying or settling all debts, terminating contracts, closing accounts, distributing remaining assets, and completing any outstanding business operations.
Georgia law requires these steps to be completed before the LLC can legally terminate, ensuring all financial and operational obligations have been resolved.
2. Address Legal Actions and Liabilities
The LLC must confirm whether it has no pending legal actions or, if actions do exist, that adequate provision has been made for judgments, orders, or decrees. Georgia’s Form CD 415 requires the filer to select one of these options. Addressing legal liabilities before termination protects members, managers, and the LLC itself from unresolved claims after the company ceases to exist.
3. Determine Effective Date and Time
Georgia allows LLCs to choose whether the termination becomes effective immediately upon filing or on a delayed effective date, up to 90 days after submission. Selecting the appropriate effective date helps align the termination with the LLC’s tax planning, final transactions, and operational closure timeline.
4. Identify Authorized Signer
The Certificate of Termination must be signed by an authorized individual, such as:
- A member
- A manager
- An organizer (if no members exist)
- A court-appointed fiduciary
- An attorney-in-fact
Georgia law requires the signer to attest that all information in Form CD 415 is accurate and that the LLC has properly completed all steps required to terminate.
How to Complete Form CD 415 (Certificate of Termination)
1. Article One – LLC Name and Control Number
Enter the LLC’s exact legal name and Georgia Control Number as listed in the Secretary of State’s records. Accuracy is critical, as any discrepancy may delay processing or cause the filing to be rejected.
2. Article Two – Debts, Liabilities & Obligations
Select the appropriate statement indicating either:
- All debts, liabilities, and obligations have been paid, discharged, or otherwise barred, OR
- Adequate provisions have been made to address all debts, liabilities, and obligations.
Only one option may be selected, as required by Form CD 415.
3. Article Three – Pending Legal Actions
Declare whether:
- No legal actions are currently pending against the LLC, OR
- Adequate provision has been made for any existing judgments, orders, or legal proceedings.
This confirmation ensures that legal matters will not remain unresolved after the LLC’s termination.
4. Article Four – Effective Date
Choose whether the Certificate of Termination should:
- Become effective upon filing, OR
- Become effective on a delayed date and time within 90 days of submission.
Delayed effective dates must follow Georgia’s statutory requirements and be clearly written.
5. Signature Section
The authorized signer must:
- Sign the form
- Print their name
- Select their capacity (member, manager, organizer, fiduciary, or attorney-in-fact)
- Provide an execution date
- Include an email address for official correspondence
This signature certifies that the Certificate of Termination for Limited Liability Company in Georgia is complete and truthful.
How to Complete Form CD 415 (Certificate of Termination)
Filing Options for the Certificate of Termination
- Filing by paper + $10 service charge
Paper filings require an additional $10 service fee under Georgia’s filing rules. Paper submissions must include the completed Form CD 415 and the appropriate payment.
- Mail-in address for paper filings
When filing by mail, the completed documents should be sent to the official address listed by the Georgia Corporations Division. Accurate mailing ensures timely processing and avoids administrative delays.
- Free online filing through eCorp (no service fee)
Georgia encourages businesses to file online via eCorp, where the Certificate of Termination can be submitted electronically without the additional $10 service fee. Online filing is typically faster and provides immediate confirmation of submission.
- Processing timelines
Standard processing times can vary but typically take several business days. Online filings are generally processed faster than paper submissions, while peak periods or incomplete forms may lead to longer timelines. To ensure a smooth termination, all information must match the LLC’s records exactly and include required signatures and selections.
Notices, Debts, Obligations & Legal Protections
- Ensure all debts and obligations are fully paid or adequately provided for
Before filing the Certificate of Termination for Limited Liability Company in Georgia, the LLC must confirm that every debt, liability, and obligation has been satisfied or that reasonable provisions have been made to address them.
This is a mandatory declaration in Form CD 415. Properly handling outstanding debts ensures the LLC is compliant with Georgia law and protects members from personal liability after termination.
- Address any pending legal actions before submitting Form CD 415
Georgia requires LLCs to disclose whether any lawsuits or legal proceedings are pending. If such actions exist, the LLC must show that adequate arrangements have been made to satisfy any judgments, decrees, or orders.
This step ensures that legal responsibilities are not abandoned during the Georgia LLC termination process and that claimants are not adversely affected by the dissolution.
- Provide accurate statements to avoid future legal exposure
Form CD 415 includes multiple declarations under penalty of law. Selecting the correct statements regarding debts, obligations, and legal actions is essential to maintaining legal protection for the LLC and its members. Accuracy ensures the termination is legally recognized and reduces the risk of future disputes or claims.
- Use notices to protect against late or fraudulent claims
Although not always required, providing notices to creditors or publishing a notice of termination can protect the LLC from unexpected claims after filing the Certificate of Termination for Limited Liability Company in Georgia. These notices create a clear record that the LLC is ceasing operations and gives claimants a reasonable opportunity to present valid claims.
After Filing: Post-Termination Responsibilities
- Maintain essential LLC records for compliance and future reference
Even after termination is approved, an LLC must retain important records such as tax filings, financial statements, meeting minutes, and the filed Certificate of Termination. Keeping these documents supports future audits, tax inquiries, or legal issues that may arise.
- File final federal and state tax returns and close tax accounts
A Georgia LLC must complete its federal and state tax obligations, including filing final returns and closing any employer-related accounts. Completing these steps ensures the LLC is fully compliant and avoids penalties or notices from tax authorities after the termination process.
- Close bank accounts, licenses, and business registrations
After filing the Certificate of Termination for Limited Liability Company in Georgia, the LLC should close business bank accounts, cancel business licenses, terminate permits, and deactivate registrations. Finalizing these administrative tasks prevents unnecessary fees, renewals, or accidental business transactions.
- Distribute remaining assets to members as required by law
Once debts and liabilities are resolved, any remaining assets must be distributed to LLC members according to their ownership interests or the LLC operating agreement. Completing asset distributions is an essential part of winding up and must be handled before the company fully ceases to exist.
Common Mistakes to Avoid
- Incorrect or incomplete information on Form CD 415
One of the most frequent errors in filing a Certificate of Termination for Limited Liability Company in Georgia is providing inaccurate LLC information such as an incorrect name or control number. Errors can lead to immediate rejection or significant delays in the termination process.
- Selecting multiple statements in Articles Two or Three
Form CD 415 requires the filer to choose only one statement regarding debts and one statement regarding legal actions. Choosing more than one option is a common mistake that violates Georgia filing rules and results in a rejected submission.
- Filing termination before dissolution and winding-up are complete
Some LLCs attempt to file termination documents before completing dissolution activities such as paying debts, addressing legal claims, and distributing assets. Georgia law requires these steps to occur before filing the Certificate of Termination.
Common Mistakes to Avoid
- Missing or unauthorized signature on the termination form
Only an authorized person such as a member, manager, organizer (if no members), court-appointed fiduciary, or attorney-in-fact may sign Form CD 415. Missing signatures or signatures by unauthorized individuals will cause rejection by the Georgia Secretary of State.
- Not choosing an appropriate effective date
Many LLCs overlook the effective date section, selecting an invalid delayed date or leaving the field blank unintentionally. Choosing the correct immediate or delayed effective date ensures the LLC termination occurs at the intended time under Georgia law.
Conclusion
Terminating an LLC in Georgia requires careful attention to legal details, from completing dissolution and winding-up tasks to accurately submitting the Certificate of Termination for Limited Liability Company in Georgia. By following state requirements, resolving all debts, and confirming there are no pending legal actions, you can finalize your LLC’s termination without complications.
If you want a smoother, faster, and mistake-free filing experience, FastFile is here to help. FastFile guides you through every step of preparing Form CD 415, ensures all declarations and effective dates are correct, assists with gathering required information, and files your Certificate of Termination directly with the Georgia Secretary of State.With FastFile, you eliminate guesswork, avoid filing errors, and close your Georgia LLC professionally and confidently, saving valuable time and protecting your legal compliance.