Business DissolutionIf you and your business partners agree to dissolve your business, there are several steps that are recommended many of which an experienced attorney can assist you with when you seek to terminate your business relationship.
Consulting Your Organizational DocumentsIf your business is an LLC, a partnership with a written Partnership Agreement or a corporation, you will need to follow the required steps upon dissolution (such as voting requirements) contained in your organizational docs. These documents may consist of Partnership Agreements (Partnerships), Articles of Incorporation or By-Laws (Corporations) or Articles of Organization (LLCs), depending on the type of company you are dissolving.
Filing a Notice of Intent to Dissolve and Articles of DissolutionEach state has its own laws that address the procedures for business dissolution, which is why it is crucial to hire a local attorney. For example, in Georgia, corporations that have not issued shares or have not commenced business may dissolve by filing their Articles of Dissolution. However, a corporation that has issued shares and commenced business must first file a Notice of Intent to Dissolve and publish the notice of dissolution in a newspaper of general circulation in the county where the corporation’s registered office is located. After publication, these corporations may file their Articles of Dissolution with the Secretary of State.
Georgia LLCs may begin the process by submitting a Letter of Termination to the Secretary of State’s office. A certificate of termination must include the following: name of the LLC; all known debts, liabilities and obligations of the LLC have been paid or discharged; and that there are no actions pending against the LLC in any court or that adequate steps have been taken for the satisfaction of any judgment that may be entered against it in any pending action.