O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-11-603 (2019)

Judicial and administrative dissolution; reservation of name

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or a written operating agreement. A certified copy of any such decree shall be delivered to the Secretary of State, who shall file it.

(b)(1) The Secretary of State may commence a proceeding under this subsection to dissolve a limited liability company administratively if:

(A) The limited liability company does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;

(B) The limited liability company is without a registered agent or registered office in this state for 60 days or more;

(C) The limited liability company does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(D) The limited liability company pays a fee as required to be collected by the Secretary of State by a check or some other form of payment which is dishonored and the limited liability company or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.

(2) If the Secretary of State determines that one or more grounds exist under this subsection for dissolving a limited liability company, he or she shall provide the limited liability company with written notice of his or her determination by mailing a copy of the notice, first-class mail, to the limited liability company at the last known address of its principal office or to the registered agent. 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

CORPORATIONS & PARTNERSHIPS recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate.

(3) A limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs. Winding up the business of a limited liability company administratively dissolved may include, without limitation, the limited liability company proceeding, at any time after the effective date of the administrative dissolution, in accordance with Code Sections 14-11-607 and

Notes of Decisions
Cited in 15 cases (7 in the last 5 years), 2008–2026 · leading case: Georgia Rehab. Ctr., Inc. v. Newnan Hosp., 658 S.E.2d 737 (Ga. 2008).
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Georgia Rehab. Ctr., Inc. v. Newnan Hosp., 658 S.E.2d 737 (Ga. 2008). · cites it 36× “When CRS ran into financial trouble, Newnan unilaterally requested that the Superior Court of Coweta County judicially dissolve CRS pursuant to OCGA § 14-11-603. GRC moved to compel arbitration on the issue of CRS's dissolution.”
Simmons Fam. Props., LLLP v. Shelton, 705 S.E.2d 258 (Ga. Ct. App. 2010). · cites it 16× “This is an appeal from the trial court’s judgment, after a bench trial, granting a petition to dissolve a limited liability company pursuant to OCGA § 14-11-603 (a) and denying the respondent’s motion to stay the proceeding and compel arbitration.”
Moses v. Pennebaker, 719 S.E.2d 521 (Ga. Ct. App. 2011). · cites it 4× “In April 2002, Pennebaker filed a petition for judicial dissolution and interlocutory injunction, citing OCGA § 14-11-603. 1 In the petition, which named Moses as a defendant and IMG as a nominal defendant, Pennebaker alleged that he and Moses were unable to agree on any…”
Ervin v. Turner, 662 S.E.2d 721 (Ga. Ct. App. 2008). · cites it 4× “The trial court then directed that the LLC be dissolved in accordance with OCGA § 14-11-603. This statute provides, in applicable part, that "[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably…”
Harris v. Albany Lime & Cement Co., 662 S.E.2d 160 (Ga. Ct. App. 2008). · cites it 2× “9 Even though the operating agreement provided for dissolution under certain circumstances, one party sought to avoid arbitrating the company’s dissolution where such dissolution was commenced under OCGA § 14-11-603, “which provides an independent legal mechanism for the…”
Gordon v. Kuzara, 2010 MT 275 (Mont. 2010). · cites it 3× “Rather, th dissolution proceedings were commenced by Newman pursuan to OCGA § 14-11-603, which provides an independent legal] mechanism for judicial and administrative dissolution of alimitei liability company.”
Fox v. Bulkley (M.D. Ga. 2024). · cites it 14× “1-1]; O.C.G.A. § 14-11-603. Georgia’s judicial dissolution statute provides that “[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the…”
Fox v. Bulkley (M.D. Ga. 2024). · cites it 14× “1-1]; O.C.G.A. § 14-11-603. Georgia’s judicial-dissolution statute provides that “[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the…”
Randall E Kimball (Bankr. N.D. Ga. 2025). · cites it 12× “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
Remodelers Warehouse (Bankr. S.D. Ga. 2025). · cites it 2× “section 14-11-603(b)(3) provides “[w]inding up the business of a limited liability company administratively dissolved may include, without limitation, the limited liability company proceeding, at any time after the effective date of the administrative dissolution, in accordance…”
Mathew David Ellerbee, as of the Est. of Jacqueline Ellerbee v. Tommy Dotson (Ga. Ct. App. 2026). · cites it 2× “OCGA §§ 14-11-603(b)(3), 14-11-605(a). Although the superior court made a conclusory finding that Matthew Ellerbee did not take the proper steps to engage in this winding-up, the parties have not addressed the legal requirements for winding-up in their appellate briefs and we…”
Hughes v. Jbs Ventures, LLC, 2026 NCBC 9 (N.C. Bus. Ct. 2026). · cites it 2× “56 Plaintiff seeks judicial dissolution of JBS under Georgia law, specifically O.C.G.A. § 14-11-603. 43. Defendants seek dismissal of Plaintiff’s third claim, contending that Plaintiff is not a member of JBS and therefore lacks standing to seek judicial dissolution of JBS.”
Show all 15 citing cases →
— 14-11-603(a) — 6 cases
Georgia Rehab. Ctr., Inc. v. Newnan Hosp., 658 S.E.2d 737 (Ga. 2008). “When CRS ran into financial trouble, Newnan unilaterally requested that the Superior Court of Coweta County judicially dissolve CRS pursuant to OCGA § 14-11-603. GRC moved to compel arbitration on the issue of CRS's dissolution.”
Ervin v. Turner, 662 S.E.2d 721 (Ga. Ct. App. 2008). “The trial court then directed that the LLC be dissolved in accordance with OCGA § 14-11-603. This statute provides, in applicable part, that "[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably…”
Fox v. Bulkley (M.D. Ga. 2024). “1-1]; O.C.G.A. § 14-11-603. Georgia’s judicial dissolution statute provides that “[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the…”
Fox v. Bulkley (M.D. Ga. 2024). “1-1]; O.C.G.A. § 14-11-603. Georgia’s judicial-dissolution statute provides that “[o]n application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the…”
Hughes v. Jbs Ventures, LLC, 2026 NCBC 9 (N.C. Bus. Ct. 2026). “56 Plaintiff seeks judicial dissolution of JBS under Georgia law, specifically O.C.G.A. § 14-11-603. 43. Defendants seek dismissal of Plaintiff’s third claim, contending that Plaintiff is not a member of JBS and therefore lacks standing to seek judicial dissolution of JBS.”
— 14-11-603(b)(1) — 1 case
Randall E Kimball (Bankr. N.D. Ga. 2025). “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
— 14-11-603(b)(2) — 1 case
Randall E Kimball (Bankr. N.D. Ga. 2025). “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
— 14-11-603(b)(3) — 3 cases
Randall E Kimball (Bankr. N.D. Ga. 2025). “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
Remodelers Warehouse (Bankr. S.D. Ga. 2025). “section 14-11-603(b)(3) provides “[w]inding up the business of a limited liability company administratively dissolved may include, without limitation, the limited liability company proceeding, at any time after the effective date of the administrative dissolution, in accordance…”
Mathew David Ellerbee, as of the Est. of Jacqueline Ellerbee v. Tommy Dotson (Ga. Ct. App. 2026). “OCGA §§ 14-11-603(b)(3), 14-11-605(a). Although the superior court made a conclusory finding that Matthew Ellerbee did not take the proper steps to engage in this winding-up, the parties have not addressed the legal requirements for winding-up in their appellate briefs and we…”
— 14-11-603(b)(4) — 1 case
Randall E Kimball (Bankr. N.D. Ga. 2025). “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
— 14-11-603(b)(6) — 1 case
Randall E Kimball (Bankr. N.D. Ga. 2025). “O.C.G.A § 14-11-603(b)(1). 6 because, in cases where reinstatement occurs, the limited liability company is treated “as if the administrative dissolution has never occurred.”
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