Georgia Incorporation

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How to Incorporate in Georgia

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If you’re looking to incorporate in Georgia, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Articles of Incorporation for Georgia Profit Corporation
  • Georgia Notice of Incorporation
  • Initial Report
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $100
  • Notice of incorporation: $40
  • Initial Report: $50
  • Incorporation: ~5-12 business days

How to Incorporate in Georgia

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Georgia".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Georgia".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Georgia cGov360 search
Name Reservation:
Optional
Suffix:
Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language O.C.G.A. §14-2-401
3 Appoint a Registered Agent

Identify the corporation’s Georgia registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Georgia Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Georgia Secretary of State
Form:

Transmittal Information Form Georgia Profit or Nonprofit Corporation

Filing method:

Mail or online.

Agency fee:

$100

Turnaround:

~5-12 business days

Law:

Official Code of Georgia Annotated (O.C.G.A.) - Title 14: Corporations, Partnerships, and Associations - Chapter 2: Business Corporations

Notes:

To file by mail submit Form BR227: Transmittal Information for Georgia Profit or Nonprofit Corporations, the original and one copy of the articles, and $100 filing fee.

5 Publish Incorporation

Georgia requires publication of your incorporation no later than the next business day after filing articles of incorporation with the Secretary of State.

Submit to:
The approved Georgia legal organ which can be obtained from your county clerk’s office
Form:
GA Notice of Incorporation (see page 4 of this document)
Fee:
$40
More information:
Georgia Secretary of State
http://www.sos.georgia.gov/
6 File Initial Report

Within 90 days of incorporation, each Georgia corporation must file an initial “annual” registration:

Submit to:
Georgia Secretary of State
http://www.sos.georgia.gov/
Form:
You may file online or print the Annual Registration Form and mail it in. To print an AR form, login then locate the Business Filing tab in the column titled “Reports”.
Filing Method:
Online or mail.
Fee:
$50
Penalties:
$25, administrative dissolution
Notes:
  • Anyone with authority may file.
  • Corporations that form between October 2 and December 31 file the initial form between January 1 and April 1 of the ensuing year.
  • Changes to the corporate address and/or officers throughout the year are made by filing another registration form and paying the $50 fee.
7 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.
O.C.G.A. §14-2-1601 (2010)

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (O.C.G.A. §14-2-206 (2010)). You will review and ratify the bylaws at your first board of directors meeting.

8 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

9 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with O.C.G.A. §14-2-205. The meeting may held in or out of Georgia. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: Natural person, eighteen years of age or older.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
  • As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
10 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action. May be altered by bylaws.
11 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
12 Get Georgia State Tax Identification Numbers/Accounts

Georgia offers a consolidated state tax registration application.

Submit to:
Georgia Department of Revenue
http://dor.georgia.gov/
Filing Method:
Online
Fee:
$0
13 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
14 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

15 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

  • Georgia corporations are required to file a Georgia Annual Registration. Changes to the corporate address and/or officers throughout the year are made by filing another registration and fee.

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