- Office
- Georgia Secretary of State, Corporations Division
- Filing
- A certificate of termination, which some sources call articles of dissolution, plus an optional notice that winding up has begun
- When
- Wait until debts, tax accounts and any seller note or holdback are settled
Watch for: Closing the company too early. After an asset sale the entity may still need to collect a seller note, receive a holdback or respond to a buyer claim.
An Asset Sale Leaves the Company Behind
In most small business sales the buyer takes the assets and the seller's company stays. That company may still hold cash, a seller note, a lease obligation or tax accounts that need closing.
Closing the entity does not end every obligation. Treat it as the last step, not the first.
What Georgia Asks For
Online sources describe the filing as a certificate of termination with the Secretary of State's Corporations Division. Others call it articles of dissolution, and sources disagree on the exact form name, so confirm it with the office.
An optional statement that the company has begun winding up can be filed first. It puts the plan on record, though it is not required.
Before You File
- Pay or settle debts and tell creditors.
- File final tax returns and close tax accounts, including sales tax and withholding.
- Close the employer account with the Department of Labor.
- Cancel any local licenses that do not end on their own.
- Distribute what remains according to your operating agreement.
Our guides to the tax clearance certificate and the labor department account cover two of those steps.
Keep the Entity Open If Money Is Still Coming
A seller note, an earnout or a holdback is usually owed to the seller's company. Closing the company early creates questions about who collects. See seller notes and earnouts.
Also keep records. Buyers can make claims after closing, and the company may need to answer them.
What About Taxes on the Sale Itself?
The gain from the sale is reported on your own return, and how it is split among the assets sold can matter. Read how the purchase price is allocated.
Your CPA can tell you which final returns the company files and whether the year of the sale needs special handling.
Annual Registration and Fees
Ask the Secretary of State's office whether an annual registration must be current before you terminate and what fees apply. Sources give different answers, and fees change.
A registered agent can help with the filing, though you can file yourself.
Plan the Records
Keep your books, tax returns and contracts for years after the sale. Your attorney can tell you how long. Store them in one place and tell a trusted person where they are.
Talk to Your Advisors
This page is general information and not tax or legal advice. Your CPA and attorney should confirm the form, timing and order for your company. When you want a price range, request your valuation.