Georgia Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Georgia Articles of Dissolution, Secretary of State form CD 412, are the second of two filings that end a domestic for-profit corporation's existence with the Corporations Division. A Notice of Intent to Dissolve, form CD 410, comes first. A Georgia LLC files a Certificate of Termination, form CD 415, instead, and a limited partnership files a Certificate of Cancellation, form CD 600.

2. 2

   The two-step sequence has one exception. A corporation that has not issued shares or has not commenced business skips the Notice of Intent entirely and files Articles of Dissolution on form CD 400 under O.C.G.A. Section 14-2-1401. The Corporations Division puts it plainly: a notice of intent to dissolve is required only when the articles of dissolution are filed under Section 14-2-1402.

3. 3

   Publication is where Georgia differs. O.C.G.A. Section 14-2-1403.1 requires the corporation to deliver an undertaking to the Secretary of State that publication will be requested and paid for, and then, no later than the next business day after the Notice of Intent is filed, to send the official organ of the county of its registered office a request to publish, accompanied by a forty dollar ($40) check, draft or money order. The notice runs once a week for two consecutive weeks, beginning within ten days of the newspaper receiving it.

4. 4

   There is no tax clearance step. No Department of Revenue certificate, consent or final-return receipt gates either filing. Searching all eleven sections of the voluntary dissolution Part, all three dissolution forms including their instruction pages, the Corporations Division fee schedule and the Business Division FAQ for clearance, consent, revenue and net worth language returned no clearance requirement at all.

5. 5

   The real rejection risk is an unfiled annual registration. The Corporations Division states that an entity must be current on all annual registrations due before it can file a notice of intent to dissolve or articles of dissolution, and that a registration must be filed and all fees paid before a certificate of voluntary dissolution is issued. Annual registration for a profit corporation is fifty dollars ($50) plus the ten dollar ($10) service charge, with a twenty five dollar ($25) late penalty.

6. 6

   Filing online through eCorp costs nothing for either document. Paper costs ten dollars ($10) per document as a service charge. Expedited review is optional and priced separately at one hundred twenty dollars ($120) for two business days, two hundred seventy five dollars ($275) same day, and one thousand two hundred dollars ($1,200) for one hour. Routine online filings are generally processed in seven to ten business days.

7. 7

   Georgia's creditor-notice tools are both elective, so skipping them has a cost. Under O.C.G.A. Section 14-2-1406 a corporation in dissolution may write to its known claimants with a deadline of at least six months, and under Section 14-2-1407 it may add a claims request to the published notice, which bars unlisted claims not sued on within two years of the publication date. Do neither and no clock starts, even though the forty dollar ($40) notice still ran.

Georgia Requirements for Articles of Dissolution

• No Department of Revenue Clearance

  Georgia requires no tax clearance certificate, no revenue consent and no third-agency paper before the Secretary of State will accept a notice of intent to dissolve or articles of dissolution. The voluntary dissolution Part of the Business Corporation Code never uses the word tax, and none of forms CD 410, CD 412 or CD 400 asks for a revenue certificate or provides a place to attach one.

• Annual Registrations Must Be Current

  This is the gate that actually bounces Georgia dissolutions. The Corporations Division states that the entity must be current on all annual registrations due before a notice of intent to dissolve or articles of dissolution can be filed, and that a registration must be filed and all fees paid before a certificate of voluntary dissolution is issued. Annual registration for a profit corporation is $50 plus the $10 service charge, with a $25 late penalty. An administratively dissolved corporation must reinstate first, at $250 online or $260 on paper.

• Form CD 410 First, Then Form CD 412

  A corporation that has issued shares or commenced business files a Notice of Intent to Dissolve, form CD 410, under O.C.G.A. Section 14-2-1403, and then Articles of Dissolution, form CD 412, under Section 14-2-1408. Both are revision 10/2019 and use of the forms is optional. The CD 412 instructions allow the two to be submitted simultaneously, in which case Article Two carries the date they were actually delivered to the Secretary of State.

• The $40 Notice in the County Legal Organ

  O.C.G.A. Section 14-2-1403.1 requires an undertaking delivered to the Secretary of State that publication will be requested and paid for, and then, no later than the next business day after the Notice of Intent is filed, a request to publish mailed or delivered to the publisher of the official organ of the county holding the registered office, with a check, draft or money order for $40.00. The notice runs once a week for two consecutive weeks, commencing within ten days of receipt. Article Five of form CD 410 is the signed certification.

• No Filing Fee Online, $10 Service Charge on Paper

  The Corporations Division fee schedule revised August 2025 and effective September 6, 2025 lists both Notice of Intent to Dissolve and Articles of Dissolution for domestic corporations as No Fee online, and as $0 plus a $10.00 service charge on paper. That matches O.C.G.A. Section 14-2-122(7), which assigns no fee to articles of dissolution or intent to dissolve. Optional expedited review runs $120 for two business days, $275 same day and $1200 for one hour.

• Majority of All Votes Entitled to Be Cast

  The board proposes dissolution and normally transmits a recommendation to approve, unless conflicts of interest or other special circumstances lead it to refrain or recommend rejection, in which case it transmits the basis for that determination. Adoption requires approval by a majority of all the votes entitled to be cast on the proposal, not merely a majority of votes cast, unless the articles of incorporation or the board require more. Meeting notice must state that a purpose of the meeting is to consider dissolving the corporation.

• Creditor Notice Is Elective, and Skipping It Costs

  Both Georgia claim-cutting devices are permissive. Under Section 14-2-1406 a corporation in dissolution may write to known claimants, setting a deadline no sooner than six months from the notice, warning that late claims are barred, and promising acceptance or rejection within six months of that deadline, after which a rejected claimant has one year to sue. Under Section 14-2-1407 the corporation may add a claims request to its published notice, barring unlisted claims not sued on within two years of publication. Neither is a precondition to filing form CD 412.

• Form CD 400 Skips the Notice of Intent

  A corporation that has not issued shares or has not commenced business dissolves in a single filing: Articles of Dissolution on form CD 400 under O.C.G.A. Section 14-2-1401, authorized by a majority of the incorporators or initial directors and reciting the date of incorporation, that no debt of the corporation remains unpaid, and that net assets remaining after winding up have been distributed to the shareholders if shares were issued. The Corporations Division confirms a notice of intent to dissolve is required only on the Section 14-2-1402 route.