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Georgia Certificate of Termination After an Asset Sale

Georgia seller filings, reviewed October 24, 2026 by the Atlanta Business Brokers Hub team

In an asset sale, the buyer takes the business and your company keeps the cash, the debts and the paperwork. At some point it needs to be formally ended. Atlanta Business Brokers Hub explains how that works in Georgia.

Filing too early can cause as much trouble as forgetting.

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What you file with the Corporations Division

  • Bring the company's annual registration current with the Secretary of State.
  • LLC: optionally file a Statement of Commencement of Winding Up.
  • LLC: once wound up, file the Certificate of Termination (Form CD 415).
  • Corporation: file a Notice of Intent to Dissolve (Form CD 410) and send the newspaper publication request.
  • Corporation: after winding up, file Articles of Dissolution.

Dates to know: For a corporation, the publication request goes to the county's legal organ by the next business day after the notice is filed.

Why the Company Outlives the Sale

Most sales of companies under a few million dollars are asset sales. The buyer's company buys your equipment, customer list, name and goodwill. Your company, the LLC or corporation that sold them, still exists after closing.

It still holds the sale proceeds. It may hold a seller note the buyer is paying off over years.

It may have final bills, final payroll, final tax returns and money held in escrow waiting for your tax clearance. All of that has to be wrapped up before the company is ended.

Don't Rush the Filing

If the buyer owes you money on a seller note, or part of the price is tied to an earnout, your company is usually the one being paid.

Ending it too soon can complicate collecting. Talk with your attorney about keeping the entity alive until the note is paid or assigned, and your CPA about the tax side.

The same goes for escrow. Wait for the TSD-10 tax clearance and other holdbacks to be released, and for final returns to be filed, before you file to terminate.

Winding Up

Winding up means finishing the company's business: collecting what it is owed, paying its debts, filing its final tax returns, closing its accounts and distributing what is left to the owners.

Georgia lets an LLC file a Statement of Commencement of Winding Up with the Secretary of State's Corporations Division. It isn't required, but it puts the start of the process on record. Once winding up is done, the LLC files a Certificate of Termination.

The Certificate of Termination for an LLC

The Certificate of Termination, Form CD 415, formally ends a Georgia LLC. Georgia's own guidance says the LLC should be in active and compliant status when it files. If the company is behind on its annual registration, file that first, then the termination.

Filing online is free. Paper filings carry a small fee.

Dissolving a Corporation

A Georgia corporation follows a longer path. It files a Notice of Intent to Dissolve, Form CD 410, with the Corporations Division.

It must also send a request to publish the notice to the legal organ, the official newspaper, of the county where its registered office is, by the next business day after filing. The notice runs once a week for two weeks, and the newspaper charges for it.

After the corporation has wound up, it files Articles of Dissolution to finish. Don't send the newspaper notice to the Secretary of State. The form itself is where you certify the request was sent.

Tax Accounts Close Separately

Ending the company with the Secretary of State doesn't close its tax accounts, and closing tax accounts doesn't end the company. You do both. The Georgia Department of Revenue accounts close through the Georgia Tax Center once every return is filed.

The unemployment account sits with the Department of Labor; see the unemployment rate transfer guide.

Local accounts close on their own track too. Inside the city, use the City of Atlanta Final/Close form.

Keep the Records

Even after termination, keep the company's tax returns, payroll records, the purchase agreement and closing papers. Questions can come up years later, from a tax notice or a buyer's claim. A box of records saves a lot of trouble.

Stock Sales Are Different

In a stock or membership interest sale, the buyer buys the company itself. Nothing is terminated.

The company keeps running with new owners, and its filings with the Secretary of State continue in its name. Your attorney will update the officers and registered agent as part of closing.

A Simple Order to Follow

  1. Close the sale and collect what is due at closing.
  2. File final payroll, sales tax and withholding returns, and request clearance.
  3. Pay remaining debts and collect what is owed to the company.
  4. Wait for escrows and, if needed, the seller note.
  5. File final income tax returns, close accounts and distribute what is left.
  6. File the Certificate of Termination or Articles of Dissolution.

This guide is general information, not legal or tax advice. Confirm the steps and timing for your company with your attorney and CPA.

Sources include the Georgia Secretary of State's Corporations Division forms and guidance and Georgia's own business closing guidance.

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