LLC Administrative Dissolution and Involuntary Termination in Georgia

At a glance

Requirements one by one

Grounds and trigger dates

Section 14-11-603(b)(1) permits a proceeding only after a stated default has lasted the specified period. A missing annual registration is a ground when it and the required fees and penalties are more than 60 days overdue. An unfilled registered-agent or office position, or failure to report its change, also has a 60-day trigger. For a dishonored payment, the clock runs from the Secretary's notice of nonpayment, not from the original fee due date.

Agency notice

Under § 14-11-603(b)(2), the Secretary sends a written determination by first-class mail to the LLC's last known principal-office address or its registered agent. The statute says the company can correct each stated ground or demonstrate to the Secretary's reasonable satisfaction that it does not exist.

Action and effective date

Only after the 60-day period following that notice expires without correction or a successful response does § 14-11-603(b)(2) direct the Secretary to sign and file a certificate of dissolution. The certificate must recite both the grounds and its effective date. A late annual registration or the preliminary notice is therefore a different event from the completed dissolution.

Status, activity, and service

Section 14-11-603(b)(3) preserves the LLC's existence while limiting its business to winding up and liquidation. It expressly keeps the registered agent's authority in place after administrative dissolution.

Route back and limits

Section 14-11-603(b)(4) allows an application within five years of the effective dissolution date. It requires a statement that the grounds were absent or eliminated and that the LLC's taxes have been paid. Once reinstatement is effective, it relates back to the dissolution date.

What trips people up

The statute has two distinct 60-day periods for several grounds: one before the Secretary can start the proceeding and another after the written determination is provided. The dishonored-payment ground starts its first period with the nonpayment notice (§ 14-11-603(b)(1)–(2)).

Common questions

Can the LLC still receive service after dissolution? Yes. Section 14-11-603(b)(3) says administrative dissolution does not terminate the registered agent's authority.

Does reinstatement take effect only from the new certificate date? Once reinstatement becomes effective, § 14-11-603(b)(4) makes it relate back to the administrative-dissolution date.

Statutes and sources

• O.C.G.A. § 14-11-603(b)(1)–(3): “If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the limited liability company, the Secretary of State shall administratively dissolve the limited liability company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.” Georgia Code publication (accessed 2026-09-26).
• O.C.G.A. § 14-11-603(b)(4): “When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.” Georgia Code publication (accessed 2026-09-26).