Corporation Voluntary Dissolution and Closure Requirements in Georgia
At a glance
| Governing law, entity, and route scope | Georgia Business Corporation Code, O.C.G.A. §§ 14-2-1401 through 14-2-1410; an operating domestic profit corporation uses notice-of-intent, winding-up, and later articles-of-dissolution filings with the Secretary of State |
|---|---|
| Pre-share or pre-business simplified route | Available if either no shares issued or no business commenced. Majority incorporators or initial directors approve; no debt remains unpaid; distribute net assets if shares issued; file articles reciting the route and facts (§ 14-2-1401) |
| Board proposal, recommendation, and conditions | Board proposes and ordinarily recommends approval; for conflicts or special circumstances it may give the basis for no recommendation or a rejection recommendation. Board may condition submission. Revocation before final articles uses the same approval unless the original authorization reserved board-only revocation (§§ 14-2-1402, 14-2-1404) |
| Shareholder notice, vote, consent, and groups | 10-60 days' meeting notice stating dissolution purpose; default quorum is majority of entitled votes per voting group. Approval is majority of all votes entitled, unless articles or board condition requires greater or group voting. Written consent is unanimous unless articles allow the meeting threshold; 60-day collection and ≤10-day nonconsenter/nonvoter notice (§§ 14-2-704, 14-2-705, 14-2-725, 14-2-1402) |
| Dissolution filing, signer, fee, and effect | Operating route files CD 410 Notice (name, authorization date, approval recital, publication undertaking), then CD 412 Articles after liabilities/assets/pending actions are resolved. Officer, chair, court fiduciary, or attorney-in-fact signs. Each filing: free online or $10 paper; delayed effect up to 90 days (§§ 14-2-1403, 14-2-1408; SOS) |
| Reports, tax clearance, and agency steps | Annual registration and required fees must be current before voluntary dissolution under SOS rules/FAQ. DOR separately requires filed returns, a final state return with explanation and final-return box, and closure requests for applicable tax accounts; no DOR clearance certificate is named in §§ 14-2-1401-.1408 |
| Winding up, liabilities, and distributions | Notice filing preserves existence only for winding up: collect/dispose assets, discharge or provide for liabilities, distribute remainder by shareholder interests, and finish other liquidation acts. Final articles require paid/provided known debts, distributed/provided assets, and no pending actions or provision for judgments (§§ 14-2-1405, 14-2-1408) |
| Known, unknown, and contingent claims | Known-claim notice is optional after intent filing: ≥6 months to claim, acceptance/rejection within 6 months after deadline, and 1 year after rejection to sue; excludes contingent/later claims. Publication is mandatory and may add optional unknown-claim language: 2-year ordinary bar and later of 2 years after articles or 5 years after publication for contingent/later claims (§§ 14-2-1403.1, 14-2-1406-.1407) |
| Revocation, termination, and survival | Before final articles, file notice of revocation; effective on filing and relates back to intent filing. Final articles end existence except claim/remedy work, deeds, and proceedings. Pre-dissolution corporate remedies survive if pending or begun within 2 years (§§ 14-2-1404, 14-2-1408, 14-2-1410) |
| Foreign, insolvency, and judicial boundaries | A foreign corporation needs a separate certificate of withdrawal under § 14-2-1520. Judicial dissolution and court-supervised liquidation are separate under §§ 14-2-1430-.1433; administrative dissolution, insolvency, merger, and conversion are outside this consensual solvent route |
Requirements one by one
Georgia separates authorization, winding up, and final dissolution
O.C.G.A. §§ 14-2-1401 and 14-2-1402 provide different entry routes. The shortcut works when either no shares issued or no business began, but it also requires no unpaid debt and completed net-asset distribution if shares exist. An operating corporation instead uses a board proposal and a majority of every vote entitled, unless a higher or voting-group requirement applies.
The board ordinarily recommends approval. A conflict or other special circumstance allows no recommendation or a rejection recommendation, but the board must give shareholders its basis. It may also condition submission.
Meeting and written-consent mechanics remain separate
O.C.G.A. §§ 14-2-704, 14-2-705, and 14-2-725 supply 10-to-60-day notice, a majority-of-entitled-votes quorum for each voting group, and written consent. Consent is unanimous unless the articles authorize the meeting threshold. The consents must become sufficient within 60 days, and less-than-unanimous action requires follow-up notice within ten days.
The operating route uses two state filings and publication
O.C.G.A. §§ 14-2-1403, 14-2-1403.1, and 14-2-1404 require the Notice of Intent to Dissolve and a next-business-day publication request with $40. Current Form CD 410 is free online or $10 on paper. Before final articles, dissolution proceedings may be revoked by filing a notice; the revocation relates back.
After winding up, § 14-2-1408 requires Articles of Dissolution reciting liability, asset, and pending-action treatment. Current Form CD 412 is likewise free online or $10 on paper. It may be signed by the board chair, an officer, a court-appointed fiduciary, or an attorney-in-fact.
Claims determine what may be stated in the final articles
O.C.G.A. §§ 14-2-1405 and 14-2-1408 require liabilities to be paid or adequately provided for before final articles and restrict the corporation to liquidation work after the intent filing.
O.C.G.A. §§ 14-2-1406 and 14-2-1407 add optional safe harbors. Known claimants may receive at least six months to claim and one year after rejection to sue. The publication can add an unknown-claim bar, including the special later-of-two-or- five-year period for contingent and later-arising claims.
Final articles end existence but not every remedy
O.C.G.A. § 14-2-1410 preserves a pre-dissolution corporate remedy when pending at dissolution or begun within two years. Section 14-2-1408 separately preserves specified proceedings, claim-defense work, and post-dissolution transfer deeds.
What trips people up
The mandatory $40 publication step and the optional claim-bar language are not the same thing. Publication must be requested, but the corporation chooses whether to include the additional § 14-2-1407 unknown-claim request.
Georgia's “dissolution” begins with the notice of intent, while corporate existence ends at the later articles filing. Treating CD 410 as the completed closure skips the liability, asset, and pending-action recitals required by CD 412.
Common questions
Can the board abandon dissolution after shareholders approve?
Only through the statutory revocation route before final articles. The original authorization may reserve board-only revocation; otherwise revocation uses the same authorization method as dissolution.
Is direct notice to known claimants mandatory?
No. Section 14-2-1406 says the corporation “may” use that safe harbor. The separate publication request under § 14-2-1403.1 is mandatory.
Does final dissolution close Georgia tax accounts?
No. DOR separately requires compliance, final returns, and closure requests for applicable accounts; closing an account does not stop collection of liabilities.
Does domestic dissolution withdraw a foreign corporation?
No. O.C.G.A. § 14-2-1520 requires a separate certificate of withdrawal.
Statutes and sources
- O.C.G.A. §§ 14-2-1401 through 14-2-1410; §§ 14-2-704, 14-2-705, and 14-2-725 — authorization, filings, publication, winding up, claims, revocation, and survival. Public-domain OCGA distribution (accessed August 22, 2026; bridged through current official bill sweeps).
- Georgia Secretary of State Forms CD 410 and CD 412 — current filing, signer, fee, and publication instructions. CD 410 and CD 412 (accessed August 22, 2026).
- Georgia Department of Revenue, Close a Business in Georgia — final-return and tax-account steps. Official guidance (accessed August 22, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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