Why Form a Corporation in Georgia?

Georgia's Department of Economic Development has implemented several business incentives, which can give your Georgia corporation a competitive edge. You may be able to take advantage of these incentives, provided your business meets the qualifying criteria.

For example, the job tax credit offered by the State of Georgia provides tax credits to business owners who create jobs in certain industry sectors. Businesses have the potential to receive a tax credit of up to $4,000 per job created, per year.

For most entrepreneurs looking to start a larger business, creating a Georgia corporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than an LLC. A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up, and you receive many of the same benefits as a corporation, but with less regulation.

Learn more about forming a Georgia LLC so you can decide which business entity is right for you.

Benefits of Forming a Georgia C Corporation

It offers you numerous advantages, including but not limited to:

  • The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
  • Several options to create, buy, sell or transfer stock, including publicly
  • The ability to issue more than one class of stock
  • The ability to sell stock to investors inside and outside the U.S.
  • The ability to raise more funds by issuing more stock

Benefits of Forming a Georgia S Corporation

It offers several advantages similar to those provided by a C Corp, including but not limited to:

  • Options for creating, transferring and selling stock, though not as many as a C Corp (for example, an S Corp is only permitted to sell one class of stock)
  • The capacity for up to 100 shareholders
  • Simpler rules than those applicable to C Corporations
  • Easy transfer of ownership simply by selling your stock
  • The possibility of saving money by allowing you to pay less self-employment tax

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Georgia Secretary of State (SOS).

Start a Business in Georgia Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

 

How to Form a Georgia Corporation Yourself in 7 Steps

1

Choose a Unique Business Name and Complete a State Business Search

Every Georgia business must have a unique name that hasn't already been claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Georgia Corporation Names page.

Once you’ve chosen a name, you’ll need to make sure it’s available in Georgia. To learn whether another company in the state is using your desired business name, use our tool to do a Georgia entity search. You can also carry out a business name search on the Georgia SOS website.

We can check Georgia corporation name availability for you

2

Provide an Official Address for your Corporation

Every Georgia corporation must have a designated address. That could be your home address (if you’re running the company from your residence), a building where your office is located or any physical address of your preference. The address can be outside the State of Georgia and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Georgia virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially convenient if you run a home-based business and don't want your home address published as part of your business public record.

3

Assign an Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the Georgia Secretary of State is known as a Registered Agent. Every Georgia corporation is required to have a Registered Agent.

You can fill this position, assign another manager in your business or use a Registered Agent service. If your Georgia corporation Registered Agent is a person, they must have a physical street address in Georgia and must be present during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your GA Articles of Incorporation with the Secretary of State and officially form your corporation.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

4

File Your Articles of Incorporation with the Georgia SOS

Once you've gathered all the information for your corporation, you’ll need to file your GA Articles of Incorporation with the SOS. Once the SOS processes the filing, you will have officially created your business.

Here’s what is required:

  • The exact name of the corporation.
  • The number of shares the corporation is authorized to issue. This will be the maximum number of shares the corporation can issue without amending its articles. The number cannot be zero (0).
  • The street address and county of the initial registered office and the legal name of the initial registered agent at that office in this State. The registered office address must be a street address in Georgia; a post office box is not sufficient. The registered agent may be an individual, another corporation, a limited liability company. The registered agent is the party designated by the corporation to accept notices on its behalf, and to alert the appropriate personnel.
  • The legal name and address of each incorporator. The incorporator(s) is the person(s) that signs the articles of incorporation, delivers them to the Secretary of State for filing, and then organizes the corporation.
  • The mailing address of the corporation’s principal office, if different from the registered office. The principal office address may be a post office box, unlike the registered office. The principal office mailing address is the address to which any correspondence to the corporation from the Georgia Division of Corporations will be sent.

Your Articles of Incorporation can be filed online via the state's digital portal. You can also mail the form to the Office of the Secretary of State, or Incfile can file it on your behalf. The Georgia corporation filing fee is $100.

Note: If you choose to file in person or via mail, there is an additional $10 paper filing charge.

File by Mail

Georgia Secretary of State
Corporations Division
214 State Capitol
Atlanta, Georgia 30334

You only need to file your Articles of Incorporation once, but you'll also need to file an annual registration with the Georgia SOS within 90 days of incorporation and once a year after. The SOS has provided a guide to help walk you through the process. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.

Let Incfile Handle All the Georgia Corporation Formation Paperwork for You for $0 + the State Fee

What are the fees and requirements for Georgia incorporation?

State Fee State Filing Time Expedited Filing Time
$100* 4 Weeks ** 4 Business Days
State Fee $100*
State Filing Time 4 Weeks **
Expedited Filing Time 4 Business Days

*+$10 for paper filing

**5-7 business days for online filing, 15 business days for paper filing

Annual Report

Frequency

Annually

Due Date

April 1st

Filling Fee

$50

Important

Within 90 days of incorporation, each Georgia corporation that has a business start date between January 1–October 1 must file with the Secretary of State an initial annual registration that lists 3 principal officers - CEO, CFO and Secretary.
Georgia corporations that have a business start date between October 2 - December 31 must file with the Secretary of State an initial annual registration during the 1st quarter of the year after the business effective date.

Corporation Publication Requirement

All corporations must publish a notice of intent to incorporate in a newspaper which is the official legal organ of the county where the initial registered office of the corporation is to be located. The notice should be published once a week for two consecutive weeks and it should contain the name of the corporation, the name of the registered agent and the address of the registered office in Georgia.

5

Complete the GA Corporation Publication Requirement

In addition to filing Articles of Incorporation, the State of Georgia requires corporations to publish a notice of intent to incorporate, as stated within the filing instructions on the Articles of Incorporation form:

"All corporations must publish a notice of intent to incorporate in the newspaper which is the official legal organ of the county where the initial registered office of the corporation is to be located, or in a newspaper of general circulation in such county and for which at least 60 percent of its subscriptions are paid. A list of legal organs is published at http://www.gsccca.org/clerks, or the clerk of superior court can advise you as to the legal organ in your county. The notice of intent to incorporate and a $40.00 publication fee should be forwarded directly to the newspaper no later than the next business day after filing articles of incorporation with the Secretary of State."

The filing procedure also provides an example of what the Notice of Incorporation must include and how it should be formatted.

6

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number when filing and paying taxes or when submitting payroll information and payments for your employees. An EIN is also required to open a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Georgia corporation formation process.

7

Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements are, among other things.

Some states require companies to create bylaws. You're not legally required to have them in Georgia, but it’s a good idea to write them to protect your business from any future changes and events.

Georgia Corporation Types

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Georgia C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Georgia C Corporation to be treated as a Georgia S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553, or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Georgia, allow certain occupations to form Professional Corporations. Georgia Code Title 14, Chapter 7, § 14-7-2 defines such occupations as:

"... certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, medicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting."

Check with the Georgia SOS to confirm whether your business should and can be a Professional Corporation.

Close Corporation

Put simply, a Close Corporation is one that has a limited number of shareholders and isn't publicly traded.

Usually, Close Corporations are exempt from corporate requirements, such as having a board of directors and holding annual meetings. Per state code Title 14, Chapter 2, § 14-2-920, a Georgia Close Corporation can be managed according to a shareholders' agreement rather than by a board of directors or bylaws.

This entity is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.

Foreign Corporation

If your business operates in another state and you want to expand into Georgia — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Georgia Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to start, or your personal circumstances and goals, a limited liability company (LLC) may be a better option. For example, you may only want to build a small business with a few employees or even just yourself, or you may not need the options to buy and sell stock.

A Georgia LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Georgia business registration. Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Georgia

More Information in This Guide

You’ll find plenty more insight and guidance on the other pages of this guide, including:

Georgia Corporation Names

How to search the state business registry and find the right name. Includes information on naming rules, assumed names, reserving a corporation name and more.

GA Registered Agents

How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.

Georgia Incorporation Fees

Details the various fees you’ll need to pay, as well as the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.

Georgia Business Taxes

Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.

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