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Form a corporation in Georgia.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Choosing a name for your new Georgia corporation is one of the first official steps toward actually conducting business in the Peach State. The business name you choose must be able to be readily distinguished from all other registered Georgia business entities, as well as any names already reserved on the state rolls.

Your new business’ name must not be more than 80 characters long (including punctuation and spaces) and must end with one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.” The name is not permitted to contain anything that could reasonably be considered obscene. It also cannot state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation.

Available corporate names may be reserved for up to 30 days for a fee of $25.

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.

Learn more about incorporating in Georgia

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silver

$49

+ $100 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $100 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $100 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Georgia Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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