Dissolution Actions

Our experienced Atlanta business attorneys help businesses of all sizes through the corporate dissolution process in Georgia. We handle the legal details so you can close your business with confidence and avoid costly mistakes.

At Thrift McLemore, we help Georgia business owners navigate corporate dissolutions with clarity and care. A company may close because of disputes between the owners, financial difficulties, changes in the market, or an owner’s retirement or passing away. Whatever the reason, we focus on making the process smooth and efficient so you can move forward.

Why Do You Have to Dissolve a Georgia Business Legally?

Once a Georgia corporation is formed, it continues to exist until it is legally dissolved. Without formally dissolving your corporation, the State of Georgia continues to recognize it as an active entity. That means annual registration fees, taxes, and reporting obligations will still apply, even if you are no longer operating. Failing to complete the dissolution properly can result in unnecessary penalties, lingering debts, and even personal liability for directors or shareholders.

The corporate dissolution process in Georgia can be complicated and time-consuming. The Georgia Secretary of State explicitly urges business owners to seek legal and tax guidance because closing a business triggers obligations that extend well beyond filing paperwork. Many owners assume their responsibilities end once operations stop, but the law requires a complete and orderly wind-down to protect shareholders, officers, directors, and creditors.

What is Involved in Dissolving a Georgia Business?

Closing a Georgia business involves many legal requirements. Depending on the nature and legal structure of the business, legally dissolving it may include:

• Obtaining corporate or stakeholder approval
• Preparing and filing Articles of Dissolution with the State
• Informing the IRS and local and state tax agents
• Preparing and filing final federal, state, and local tax forms
• Canceling business licenses
• Informing your landlord if you lease your premises
• Notifying creditors
• Selling remaining business assets
• Settling creditor claims and debts
• Distributing remaining assets among stakeholders

The Process of Dissolving a Georgia Corporation

The process of closing a corporation depends on whether the business ever began operations. A company that never issued shares or started doing business follows a simpler path, but it still must settle debts and handle remaining assets before closing.

For active corporations, the process is more involved and requires formal approval, proper notice, and careful handling of outstanding obligations. Our attorneys guide clients through every requirement, protect their interests, and ensure the dissolution is carried out efficiently and correctly.

Avoiding Judicial Dissolutions

In some cases, dissolution is involuntary. The Superior Court may order a dissolution in a case brought by the Attorney General or by a shareholder. Shareholders may pursue judicial dissolution when there are severe disputes or deadlocks over how the company is managed.

Judicial dissolution can be costly. In addition to the normal expenses of closing a Georgia business, shareholder value may drop because assets are often sold at a court-ordered auction. It is almost always better to avoid this outcome. Our experienced Georgia business dissolution attorneys help resolve shareholder disputes early, protect your interests, and explore alternatives before the matter escalates to court.