The authority for incorporating in Georgia is the Corporations Division of the Georgia Secretary of State. This is the government agency responsible for all forms, filings, and record keeping. The Corporations Division also maintains all corporate filings of record.
The types of business structures available are For-Profit and Not-For-Profit Corporations, Limited Liability Companies, and Limited Partnerships.
The basic steps to incorporate in Georgia
- Search to make sure your company name is available. You can use the free CorpNet company name search. Your corporate name in Georgia will have to include one of the suffixes, Corporation (or Corp.); Incorporated (or Inc.) and for limited liability companies, LLC. A name cannot imply another purpose than that stated in the Articles of Incorporation (if you elect to include a purpose). Obscene names are specifically prohibited.
- Register your corporation (or LLC) with the Secretary of State. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization.
- Hold the first official meeting for the corporation or LLC and adopt the Bylaws (corporations) or Operating Agreement (LLCs). This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
- Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Georgia, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want a copy of the EIN as well as a certificate of registration from the Secretary of State.
- Georgia law requires a notice of the filing of the articles of incorporation to be published in the newspaper that serves as the official “county organ.”
- Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc.
Foreign and Domestic Corporations
A foreign corporation is a corporation registered in another State that does business in Georgia. Foreign corporations are required to apply for a Certificate of Authority for Foreign Corporation.
Domestic corporations are those formed in Georgia itself. While there is no residency requirement for directors or officers of Georgia corporations, a registered agent (who can also be a corporate officer) must have a physical address in Georgia along with regular business hours. They have to be available to take phone calls and respond to legal matters. Hiring a Registered Agent will protect your privacy and meet the requirements of incorporation in Georgia.
Officers and documents
Corporations in Georgia must have one or more incorporators whose names and addresses will appear in the articles of incorporation. All must be at least 18 years old. The number of shares and the registered agent must be listed.
Corporate officers do not have to appear in the initial filings, but an annual registration form that lists three principal officers must be filed with the Secretary of State. Directors do not have to be share holders in Georgia. Information about officers, stockholders, minutes of required meetings and annual reports have to be maintained at the corporate offices. Other records required at the principle place of business include a copy of the articles of incorporation along with any amendments.
- Articles of Incorporation – These are mailed in with Transmittal Form 227 and must meet Georgia specifications (O.C.G.A 14-2-202). This is signed by the incorporator, chairman of the board of directors or another corporate officer. By the next business day, a notice of intent to incorporate has to be published in the county of incorporation (in a recognized newspaper).
- Name Reservation – Requested either by mail or online, this reserves an intended name for 30 days. The number issued should appear on the Transmittal Form (see above) when Articles of Incorporation are filed.
- Application for Certificate of Existence – This is used to prove a corporation in Georgia is properly registered. Commonly, Corporations pay for certificates to be sent directly from the State to lenders (or others) in order to verify their status.
- Change of Agent – Because the registered agent is the point of contact between the corporate entity and the State of Georgia, any change must be documented with the State.
Forming a corporation online
CorpNet can help you start your corporation or LLC in Georgia. We offer complete packages that allow you to start your corporation or LLC without missing key steps or documents.
We offer one-year registered agent services standard as well as unlimited customer support. Just provide us with initial information and decide which type of corporation best fits your needs. Feel free to use our free name search utility to get started.