Form a Corporation in Georgia.

Articles of Incorporation

New Georgia corporations must file articles of incorporation with the Georgia Secretary of State’s office before they can start conducting business as a corporation. The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $100 and a “transmittal of articles” form. The following information must be included in the articles of incorporation:

• The street address and county of the corporation’s initial registered office
• The name of the new corporation’s initial registered agent at that office
• The mailing address of the corporation’s initial principal office (if it’s different from the registered office)
• The number of shares the corporation is authorized to issue

Georgia law allows a corporation to be formed for any lawful business activity. There is no requirement for a specific corporate purpose to be stated in the articles of incorporation.

Georgia law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

• The names and addresses of the initial directors of the corporation.
• The corporate purpose.
• The powers and constraints of the corporation, its board of directors, and shareholders.
• The number of authorized shares or classes of shares.
• Provisions for or limitations on shareholder and/or director personal liability for corporate debts in certain situations.

Since Georgia law does not use the concept of par value for stocks, you do not need to state a par value for your shares. The filing fee is a flat fee, rather than being based on your authorized shares, so you can authorize as many as desired. Most incorporators authorize common shares with equal voting, dividend, and liquidation rights and no special restrictions.

Directors of the corporation must be “natural persons” (as opposed to business entities) who are at least 18 years of age. Directors do not have to be Georgia residents nor shareholders, unless so required the articles of incorporation. The articles of incorporation or bylaws may also specify additional qualifications for directors.

Georgia law requires publication once a week for two consecutive weeks of a notice of the filing of the new corporation’s articles of incorporation in the newspaper that serves as the official “county organ” where the initial registered office is located. This notice must be published no more than one day after the articles of incorporation are filed. The charge is $40 for the required filing.

Registered Agent and Office

Every Georgia corporation must have a registered agent in the state-someone designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit. The registered agent must be either a Georgia resident whose business office is the same as the registered office, or a corporation with a business office identical with the registered office.

Bylaws

Bylaws describe the corporation’s basic managerial and legal operating principles. A Georgia corporation must keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

It is permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws. One person may hold all or any combination of offices when all of the issued and outstanding stock of the corporation is owned by this same person.

Requiment Reports

The Georgia Secretary of State requires that Georgia corporations file an annual report each year that species:

• The corporation’s name and the state or country of original incorporation.
• The street address and county of the corporation’s registered office.
• The name of its registered agent at that in-state office.
• The mailing address of the corporation’s principal office.
• The names and addresses of the corporation’s chief executive officer (CEO), chief financial officer (CFO), and secretary, or those individuals holding functionally similar positions.

Taxes

A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a “pass-through” entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.