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.