You may be looking to form your Georgia corporation with both excitement and trepidation.
That’s why it’s good to have a sound plan and advice from trusted partners when launching a business in Georgia, whether you are a C corporation, S corporation, or nonprofit corporation. How do you name your corporation and file the Articles of Incorporation? How do you appoint directors, write bylaws, and draft a shareholder agreement?
What’s involved in issuing shares of stocks, applying for business permits and licenses, understanding different tax requirements, and filing your first report?
Read on to discover how you can make the leap into the Georgia business landscape and grow your corporation into the success it deserves to be.
How do I form a corporation in Georgia?
Steps to Incorporate in Georgia:
- Name Your Corporation
- Appoint Directors
- Choose a Georgia Registered Agent
- File the Georgia Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit Your Corporation’s First Report
To start a corporation in Georgia, you must file the Articles of Incorporation with your state’s Secretary of State office. But that’s not all there is to form a corporation in the Peach State.
To simplify the process of forming a corporation in the state of Georgia, we’ve put together 10 easy steps for you to form your business:
Step 1: Name Your Corporation
One of the first things you should do when forming a Georgia corporation is to select a name for it. It not only should reflect what your company is and resonate with consumers, but it also needs to comply with several rules and restrictions.
Like most other states, the Georgia Secretary of State insists that the name not be too similar (“not distinguishable”) to existing corporate names. Names are not distinguishable if:
- The only difference is “a,” “an,” or “the” at the beginning of the name
- The only difference is entity type (“The Auto Store, LLC” is not distinguishable from “The Auto Store, Inc.”)
- The difference is made by punctuation (“A.B.C., Inc.” is not distinguishable from “ABC, Inc.”)
- The difference is made by the plural form of the word
- The only difference is a word in the name made plural
- The only difference is a phonetic spelling of a word
- And for other reasons
The corporation’s name must not be more than 80 characters long, and it is required to end with one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.” The name cannot imply that the corporation is organized for some purpose other than the one specified in its Articles of Incorporation.
Georgia also has words that are restricted from use in corporation names or need special consent to appear. For example, these terms, variations on them, and related words need written approval from different government authorities to use: “bank, “insurance,” “college,” and “university.”
You can search for the availability of names through the Corporations Division business name database. You also can reserve the name for 30 days (for $25) online at the Corporations Division website or by filing a Name Reservation Request by mail. You’d send the request to:
Office of Secretary of State
Name Reservation Request
2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower
Atlanta, Georgia 30334
Filing for a name reservation is not required to register a corporation. Still, it is a good idea, as it prevents other businesses from taking that name until you’re ready to make your corporation official.
Georgia law does not require statewide registration of trade names, also known as “doing business as” (DBA) names. But it does require that every person, firm, or partnership doing any trade or business in Georgia, under any name that “does not disclose the individual ownership of the trade or business, to file a registration statement in the office of the Clerk of Superior Court” before starting to do business.
You’ll also want to look into trademarks at the state and federal levels, keeping in mind that the state level is typically much faster to obtain. You can visit the United States Patent and Trademark Office (USPTO) website to see whether your business name is trademarked federally. To see if it’s trademarked at the state level, check the George trademark database. If you’d like to register a trademark with the state of Georgia, you can file an Application for Registration Trademark or Service Mark online or by mail at the address listed above. You must also submit a nonrefundable filing fee of $15. Note that the mark must already be in use in the state of Georgia before you can register it.
Given the rising importance of marketing and selling online, it’s also a wise move to secure your internet domain, with an online address aligned with your real-world name and function. By reserving it early, you can protect yourself from someone else purchasing it, especially a competitor.
Step 2: Appoint Directors
The person (or people) who signs the Articles of Incorporation, the incorporator(s), must appoint the first corporate directors (one at a minimum), who will serve on the board until the first annual meeting of shareholders. At the meeting, shareholders will elect the board members who serve for the next term.
At their first meeting, the directors can appoint corporate officers, adopt bylaws, choose a corporate bank, authorize the issue of stock shares and determine share structure, and set the corporation’s fiscal year.
An “Incorporator Statement” needs to be prepared, with complete names and addresses of each director, and kept in a corporate records book.
Corporate directors are responsible for managing the affairs of the corporation and setting corporate policies and strategies. A corporation can have one or more directors, and there is no maximum number set, although the number of directors should be stated in the Articles of Incorporation or bylaws. Directors don’t need to live in Georgia or be shareholders of the corporation, but they must be at least 18 years old. And while owners of a company can be directors, the reverse doesn’t need to be true.
Step 3: Choose a Georgia Registered Agent
In looking at how to start a corporation in Georgia, you also need to choose a registered agent, who can accept legal notices and official correspondence on your behalf from the Secretary of State.
If you select a person as a registered agent in Georgia, they must reside in the state, or if you choose a business, it must be allowed to conduct business in Georgia. The registered agent must have a physical street address in Georgia and not just a P.O. box. They must be available to sign for any delivered correspondence during regular business hours, and they need to be 18 years of age or older.
It is possible to act as your own registered agent or choose someone you trust, as long as they meet the above criteria. While this may seem like an easy decision, it could come at a cost. It might mean getting served with legal papers in front of customers or staff, which could be embarrassing. Or if the person appointed as a registered agent is away from their office and misses a service of legal papers, it could have serious ramifications for your business (a summary judgment, for example).
Step 4: File the Georgia Articles of Incorporation
To legally incorporate your company, you need to file your Articles of Incorporation (also known as “Certificate of Incorporation, “Corporate Charter,” or “Articles of Association” in other states) with the Georgia Secretary of State Corporations Division.
The Articles of Incorporation may be filed online or mailed or hand-delivered to the Corporations Division. The fee for filing online is $100, and to mail or hand-deliver is $110 (the extra $10 is a paper filing service charge). If mailed or hand-delivered, the Articles of Incorporation should be accompanied by a Transmittal Information Form. Georgia does not have an Articles of Incorporation form to fill out for the mailed version, so you must draft your own on 8.5-by-11-inch white paper. You can find more detailed instructions here.
The articles are effective and your business is incorporated on the date that the Georgia Corporations Division receives it, unless another date is specified.
The Articles of Incorporation should include:
- The corporate name
- The number of shares the corporation is authorized to issue
- The name and street address of your registered agent
- The name and address of each incorporator
- The mailing address of the corporation’s main office
When you file your Articles of Incorporation, you should authorize how many shares you will issue and designate what kind of shares they are. They may have special voting rights or restrictions associated with them. For example, the common stock usually has voting rights, with the number of votes in proportion to the number of shares owned. Preferred stock typically doesn’t include voting rights but has fixed, guaranteed dividends and priority payouts if there is a bankruptcy.
Step 5: Create Corporate Bylaws
Georgia does not require you to file your corporate bylaws with the state. Still, it is a good idea to draft them because they establish your corporation’s operating rules and help to prove your legitimacy to banks, creditors, and the IRS.
Typical bylaws include:
- Rules related to the board of directors and how officers are compensated
- Directives on how the corporation enters into contracts or obtains loans
- Directives on how stock certificates are issued to shareholders
- Directives for how to amend their provisions at meetings of the board
While templates are available to help you write your Georgia corporation’s bylaws, it’s often advisable to get professional help with them since they are an important legal document.
Step 6: Draft a Shareholder Agreement
For a company to launch and operate smoothly, it needs a clear vision and framework. A shareholder agreement is an agreement among the owners (shareholders) of the company that provides a legal structure for making financial and functional decisions and establishing the obligations of the people involved. Again, while templates are available to draft this agreement, seeking professional help with this important legal document makes sense. Among other things, the shareholder agreement may include:
- The fair pricing of shares and the number issued
- Directives on how to make decisions about what outside parties may become future shareholders
- Providing safeguards for minority positions
- A capitalization table outlining the percentage of company ownership by different shareholders
- Restrictions on transferring shares
- Details on payments in the event of a company sale
Step 7: Issue Shares of Stock
A corporation’s shareholders are issued stocks in return for their capital contributions of cash, property, or services. In Georgia, the default rule is that a stock has no par value — the lowest legal price for which a business may sell its share. So, it is optional for a corporation to include a par value in its Articles of Incorporation.
Federal and state securities laws that control the offer and sale of corporate stock classify a share as security. Both sets of laws offer different rules governing private offerings — nonadvertised sales of stock to a limited number of people. These are often founders, managers, employees of the company, or a private group of investors. (Public companies make their stock offerings available to the public.)
The Secretary of State as Commissioner of Securities also offers its Invest Georgia Exemption (IGD), allowing for-profit businesses formed under Georgia law to raise up to $5 million from Georgia resident investors. Under IGE, securities issuers are limited to selling no more than $10,000 in securities to nonaccredited Georgia investors. There’s no limit for accredited investors.
Georgia corporations that issue public stock need to file quarterly statements with the Securities and Exchange Commission (SEC) and track how many shares are issued and to whom.
Step 8: Apply for Necessary Business Permits or Licenses
When operating your Georgia corporation, you might need to get the appropriate permits and licenses. Unfortunately, you cannot find information on these all in the same spot since they may be issued at the federal, state, and/or local levels. This is why some companies will hire a professional business licensing service to do the legwork for them. Examples of Georgia licenses and permits include:
- Business licenses/tax permits
- Building permit
- Health permit
- Occupational permit
- Signage permit
- Alarm permit
- Zoning permit
- Alcohol and tobacco permit
- Liquor license
- Sales and use tax permit
- Seller/reseller permit
To start gathering information on federal business permits and licenses, visit the U.S. Small Business Administration (SBA) website. For business licenses in Georgia, you generally need to go to the county or city where your company will be located. Visit the Georgia Municipal Association: Member Cities for contact information. You can also check Georgia’s First Stop Business Information Center for help with state licenses and permits.
Step 9: File for an EIN and Review Tax Requirements
If a corporation were a person, the Employer Identification Number (EIN) would be the equivalent of a Social Security number, needed to file taxes and open bank accounts. Corporations must apply for an EIN (identifying you as a business entity) through the IRS website.
Corporations must pay Georgia’s corporate income tax at a flat rate of 6% of federal taxable income, with adjustments. As well, Georgia corporations have to pay the corporation net worth tax.
Step 10: Submit Your Corporation’s First Report
Within 90 days of incorporation, if you’re doing it between January and October, your corporation must file an initial annual registration form with the Georgia Secretary of State that lists three principal officers: CEO, CFO, and Secretary. Corporations with a start date between Oct. 2 to Dec. 31 are required to file an initial annual registration form during the first quarter of the year after.
The annual registration provides a current record of your corporation’s management structure, correct mailing address, and registered agent’s name and address.
You must also publish a notice of intent to incorporate in a local newspaper once a week for two consecutive weeks, including the corporation’s name, name of the registered agent, and address of the registered office in Georgia. For further instructions, see the “Publication of Notice of Intent to Incorporate” section of the Filing Procedures for Forming a Georgia Corporation.
How much does it cost to start a corporation in Georgia?
To start a corporation in Georgia, you must file the Articles of Incorporation with the Georgia Corporations Division for $100 to do it online or $110 to mail it or deliver the document by hand, accompanied by Transmittal Form 227. To file your initial report costs another $50 (or $60 for mail/hand delivery).
The Georgia Secretary of State has a complete list of its Corporations Division filing fees, such as a 30-day name reservation ($25/$35), amendments ($20/$30), and trademark/service mark renewal ($15).
Georgia Corporations also must pay recurring annual fees in their operation, such as annual registrations and professional licensing fees. Small businesses can save time by letting ZenBusiness help them manage their paperwork in Georgia. Our team collects and files all the necessary paperwork with the state to form your business based on the plan and time frame you select at checkout.
What are the benefits of a corporation in Georgia?
Starting a Georgia corporation offers several significant benefits. For example, it allows you to issue shares of stock to help finance the launch and running of your company. A corporation also helps protect your personal assets if your business is the subject of a lawsuit or some other financial obligation. You also have greater protection than if you were a sole proprietorship or general partnership.
The standing as a corporation establishes you as a separate entity and official business in the U.S. and abroad, bolstering your credibility and reaching new customers. It also might entitle you to various tax breaks and exemptions.
Some of the downsides of forming a corporation include double taxation (of C corporations), a heavy burden of recordkeeping, and ongoing fees, such as Georgia’s annual registration fee.
How is a Georgia corporation taxed?
When it comes to federal taxes, if you are a Georgia S corporation, your earnings “flow through” from the business to your personal tax return. This means you must pay self-employment tax on those earnings at a rate of 15.3%. (Standard tax deductions and business expenses are allowed.) If you are a Georgia C corporation, the company is taxed as a separate entity from its shareholders, who must report and pay taxes on what the corporation pays them for their earnings and dividends. So, this is, in effect, “double taxation” but has benefits, such as greater flexibility in deductions. While a nonprofit can be federally tax-exempt, for the most part, Georgia grants no sales or use tax exemptions to “churches, religious, charitable, civic, and other nonprofit organizations. These organizations are required to pay the tax on all purchases of tangible personal property.” Limited exemptions may be available for qualifying nonprofits, including:
- Licensed nonprofit orphanages, adoption agencies, and maternity homes
- Licensed, nonprofit in-patient general hospitals, mental hospitals, nursing homes, and hospices
- Nonprofit private schools, any combination of grades 1-12
- Nonprofit blood banks
- Nonprofit groups whose primary activity is raising money for public libraries
- Nonprofit organizations primarily providing services to the developmentally disabled
- Nonprofit health centers
- Nonprofit volunteer health clinics
- Nonprofit food banks
- Construction materials for qualifying private colleges, zoological institutions, and aquariums
When it comes to payroll, employers must withhold employee taxes and pay them directly to the state. This includes taxes withheld for:
- Nonresident distributions
- Lottery winnings
- Pension and annuity payments
- Other sources of income
Though not a “tax” per se, employers in Georgia must carry workers’ compensation insurance if they employ three or more people.
Georgia Corporation FAQs
- Does running a corporation in Georgia involve more paperwork than running other types of businesses?
The greater complexity of Georgia’s corporate structures often requires more paperwork than a simpler business model, such as a limited liability company (LLC). The paperwork can involve a shareholder agreement, corporate bylaws, and additional reporting.
- What is the difference between an LLC and a corporation in Georgia?
An LLC is a business structure that is a pass-through entity for tax purposes, keeping the owners’ assets separate from business assets. However, LLCs do not have a board of directors, and they don’t issue shares of stock.
- How do I change my corporation’s name in Georgia?
To change the name of a Georgia corporation, you need to file form CD 100 (Articles of Amendment of Articles of Incorporation) with the Georgia Secretary of State, Corporations Division.
- How many people are needed to form a corporation in Georgia?
It takes one or more incorporators to form a corporation in Georgia. They are responsible for filing the Articles of Incorporation and running a notice of intent to incorporate in a local paper.
- Can I form my Georgia corporation online?
You can form your corporation by filing your Articles of Incorporation online with the Georgia Secretary of State Corporations Division, paying a $100 fee.
- How do I dissolve my Georgia corporation?
You dissolve your corporation by filing the Articles of Dissolution with the Georgia Secretary of State. Because of the complexity of dissolution, the state “strongly recommends that filers obtain professional legal, tax and/or business advice to assure the filer’s goals and intentions are met, that requirements of the law are satisfied.”
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