Starting a new business is an exciting — and sometimes daunting — time. You have an idea and are ready to run with it. You’ve done your market research, put together your business plan, and have the financing in place. However, the steps to form that business officially may feel like they are slowing you down.
The good news for businesses starting up in Georgia is that creating an LLC is fairly simple. In the proper order, taking the right steps will get you through the red tape and ready to hit the ground running.
This guide will take you through all of the steps to get your business legally set up. We will explain each step and simplify the process. We’ll also show how the right business service to help you through this process can be invaluable and time-saving.
Our goal with this guide is to help you create your LLC quickly and efficiently so that you can get started on the real work and grow your business.
The 5 steps to form an LLC in Georgia:
Legally forming your LLC in Georgia requires you to register your business with the Secretary of State. It is worth the extra time to make your company official and give your organization the official protections an LLC affords.
To get started, you need to do a little research, find a name, and fill out some paperwork. Once officially established, some additional steps — like creating an Operating Agreement — will help solidify your business’s direction.
Read on as we break it all down into five easy steps. Take them one at a time, and you will be set up to do business in no time.
Step 1: Name Your Georgia LLC
Selecting a name for your LLC is a big decision. You want to pick a name that is unique and descriptive of what your business provides.
Georgia also requires an LLC name to be distinguishable for legal purposes. For example, the Secretary of State’s office will not accept the following as distinguishable:
- A name that has “a,” “an,” or “the” as the only difference
- If the only difference is an entity type
- A name where only punctuation makes it different
- Plural forms or abbreviations of the same word
- Names that only add a suffix
- Names using a phonetic spelling as the only difference
Georgia also requires business names to contain a version of “LLC” in the name. Versions the state finds acceptable include:
- Limited Liability Company
- Limited Company
You may also abbreviate the word “limited” as “ltd.” and the word “company” as “co.”
In addition to looking at what Georgia requires in your LLC name, there are some words it restricts. If you wish to include the words “insurance,” “assurance,” “surety,” “fidelity,” “reinsurance,” “reassurance,” “indemnity,” or any variation of “bank,” “bankruptcy,” “credit union,” “savings and loan,” “trust,” “college,” or “university,” you will need to submit a letter of approval from the appropriate agency.
You will need to research potential names before selecting one. Begin by searching the Georgia Secretary of State’s business search page. Pro tip: Type in only part of the name you are considering and see what has already been registered. Even if the state would find it distinguishable from another name, you don’t want to run the risk that potential customers will confuse your business with another of a similar name. Even worse, you don’t want to risk that customers may confuse your business with a similarly named company with legal actions against it.
In Georgia, once you have selected the right name, you can reserve your new business name while you follow the next few steps. Name reservations can be made through the Georgia Corporations Division online portal or by submitting the Name Reservation Request form to:
Office of Secretary of State, Corporations Division
Name Reservation Request
2 Martin Luther King Jr. Drive SE
Suite 313 West Tower
Atlanta, GA 30334
There is a nonrefundable $25 reservation fee and an additional $10 fee for making a request by paper instead of online. Applications are typically processed within five to seven business days.
Once a name reservation is approved, a reservation number is provided via email. The reservation is effective for 30 days or until your business is registered. You would then redeem (or list) your reservation number on your business formation application, which we discuss in step three.
In addition to choosing a name for your business, you may decide to register a trade name — also known as a DBA (“Doing Business As”). A DBA is where the name the business operates under is different from the registered name. For example, you may register “Joe Smith, LLC” as “The Little Ice Cream Shop.”
There are a few reasons an LLC might also choose to file a DBA:
- Your LLC will operate several lines of business, and creating a parent LLC and individual DBAs for the businesses allows you only to file the legal entity once.
- You want your LLC to launch a new line of business that is separate.
- Your company sells similar products to different audiences, and having separate names minimizes confusion.
To register a DBA, you follow three steps:
- Research a name. Follow this step just as you would before registering your LLC. Here, you will want to start by searching the Secretary of State’s database linked above.
- Register your name. Unlike registering an LLC, you file your application with the county where your business primarily resides. To do this, you will file with the Clerk of Superior Court. Georgia counties are all guided by state laws, so the steps will be similar. You can search the state’s Superior Court listings by county to find your Superior Clerk and get the application.
- Publish notice. Once your application is approved, Georgia law requires you to publish notification of your new trade name in a newspaper within the county twice — once a week for two weeks.
While it is possible for sole proprietorships and some partnerships to register a DBA instead of registering an LLC with the state, it’s important to know that DBAs do not provide the same legal protections as an LLC.
You can also visit the United States Patent and Trademark Office website to see whether your business name is trademarked federally. 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. There’s a lot to a name: It has to be catchy enough to draw people in, clever enough to represent your brand, and compliant enough to get approved by the state. To ensure your LLC name is compliant with Wisconsin regulations and available to be used, it will need to be unique from all existing ones.
Step 2: Appoint a Registered Agent in Georgia
Georgia requires all LLCs to appoint and continuously maintain a registered agent for the business. A registered agent is a person or entity that will receive any official or legal documents for your business. This can include service of process, documents, or other official state communication on behalf of your Georgia business. In other words, your registered agent will act as a go-between for your business and the Georgia Secretary of State and other official offices. Your registered agent must have a street address in Georgia where the agent is located. You are not allowed to use a P.O. box for an address.
A registered agent in Georgia can be an individual or entity, a domestic or foreign profit corporation, a nonprofit corporation, or LLC. Many companies choose to use an attorney or a professional service company. You may also choose to be your own registered agent, but it may come with some risks, such as having your home address in the public record.
There are several benefits to using an outside registered agent service, and ZenBusiness is here to help you. Using our registered agent service will help ensure your business stays in compliance with the state. It also prevents your business from the potential awkwardness of being served legal notices in front of clients.
Our experts will also help your business stay organized by accepting your legal documents and storing them on a dashboard you can use to view, download, or print when you need them. Using ZenBusiness’s registered agent service will give you the peace of mind to focus on growing your business instead of drowning in paperwork.
Step 3: File Georgia Articles of Organization
Now that you have a name and a registered agent, it is time to prepare and file your Articles of Organization with the state of Georgia. Filing this paperwork and the Transmittal Information Form (a requirement) will legally bring your company into existence.
There are a few items required for the Articles of Organization:
- The exact name of your LLC. It might seem simple, but it’s important to list the way you want to see it precisely.
- The effective date. There are two options to choose from here. You can select the date on which you file the paperwork or at a delayed date. If you choose the delayed date, note that Georgia requires the date to be within 90 days of filing.
- Signature. The Articles of Organization must be signed before submitting it. Valid signers can be either an organizer, member, manager, or attorney for your business.
Once this paperwork is complete, the Articles of Organization and Transmittal Information Form can be filed online or as paper documents. The filing fee is $100, with an additional $10 service fee if filing by paper. If your Articles of Organization are approved, the Secretary of State’s office will send your business a Certificate of Organization. Typically, this takes five to seven business days for online filings and up to 15 days for paper filings.
If the state finds your filing incomplete, it will return the application to you with a notice of what you need to fix. If you correct the issue and return the application within 30 days, you can still use the initial date you submitted as your business formation date.
Step 4: Create an Operating Agreement
Georgia does not require you to file an Operating Agreement for your LLC, but that does not mean you should skip this step. An Operating Agreement is always advisable — even for sole proprietor LLCs — because it documents your organization’s financial and functional decision-making. Having an Operating Agreement will:
- Protect your business’s limited liability status. Without it, your members’ personal liability will be jeopardized, and their personal assets could be on the hook if there is legal action.
- Clear the air. Disagreements between partners are inevitable when it comes to running a business. When you and your partners need to settle one, having your business arrangements in writing gives you something to refer to. It also gives you something to refer to other than an oral agreement that different participants might remember differently.
- Protect your business agreements in the eyes of the state. Your business is unique, but if you don’t have an Operating Agreement, your business will be subject to Georgia state law, which is designed to deal with every LLC that might be formed in the state. This might not be the best for your business.
Now that you know why you need an Operating Agreement, what do you need to include in it? It can contain anything you think needs to be documented, but at a minimum, you want to cover:
- Member voting rights, responsibilities, and powers
- Member percentage of ownership, profits, and losses
- Buyout and buy-sell rules (make sure also to include procedures if a member passes away)
Step 5: Apply for an EIN
Once your business is registered with Georgia, you may want to register with the Internal Revenue Service (IRS) to receive your Employer Identification Number (EIN). Not every business entity is required to have an EIN. Sole proprietorships, for example, do not. However, there are several reasons you should register for your EIN number regardless of your legal obligation:
- Business banking accounts. Most banks will require an EIN before you are allowed to open a business account.
- Hiring. If you plan to hire employees, your EIN is necessary to track federal — and often state — taxes.
- Keep your liability limited. Having an EIN helps you keep your business and personal finances separate.
- Prevent fraud. When you work with vendors, you must provide an EIN or a Social Security number. Using the business’s EIN allows you to protect your personal information and shelter you from potential identity theft.
The process costs nothing to register and is relatively easy and quick. In most cases, your EIN can be issued immediately.
How much does it cost to start an LLC in Georgia?
The cost to file your Articles of Organization in Georgia is $100, plus a $10 service fee if you file by paper instead of online. If you reserve your business name in advance of filing, you’ll pay an additional (plus for filing by paper instead of online). In total, you can expect to pay between $100 and $145 when starting an LLC in Georgia.
Additionally, Georgia requires an annual registration from each of its businesses. Each annual registration must contain:
- Name of the LLC or assigned control number
- Name of the person filing the registration
- Current email
- Name and address of the registered agent
- Mailing address for the principal (or main) office
The report must be filed between Jan. 1 and April 1 of each calendar year beginning the year after the business is registered. The filing fee is $50. Not filing the annual registration will subject your business to fines and, ultimately, your company’s dissolution.
Of course, you can’t put a price tag on the peace of mind that comes from knowing you have a partner who has your back. Someone to help with the paperwork, your Operating Agreement, and track annual compliance can be invaluable.
ZenBusiness has business formation packages to help you. We can complete and file your formation paperwork, provide registered agent services, and provide Operating Agreement templates for your business.
More robust packages will take on more of the paperwork that takes time away from your real goal — growing your business. Talk with one of our experts today to get started.
What are the benefits of an LLC in Georgia?
Many people start LLCs for a good reason. The legal structure it provides gives individual members protection from liability and taxes and is relatively inexpensive and straightforward.
Georgia LLCs also benefit from:
- Like a corporation, the business operations can continue even in the event of a member’s death. Ownership interests can be transferred from one member to another.
- An LLC owner or member risks only what they invested in the business and their remaining personal assets are not at risk.
- Earnings will be distributed among the partners and taxed at their personal tax rates.
How is an LLC taxed in Georgia?
Taxes can be a business owner’s biggest headache. One of the benefits of an LLC is that you avoid paying income tax as a business. Earnings are distributed to the owners or members, and they pay taxes on their personal income.
Federal taxes will be collected by the IRS and typically need to be paid quarterly. You can read more about federal taxes here.
Georgia follows the federal approach and classifies LLCs as a sole proprietorship (for single-member LLCs) or a partnership (for multiple-member LLCs) for income tax and will not tax net worth unless the business has selected to be treated as a corporation. To get started with state taxes, you will need a State Tax Identification Number (STIN).
Income tax may not be the only tax your LLC will be required to pay, though. If you plan to sell goods or services, you will need to pay sales and use taxes (4% rate).
Some additional taxes to be aware of in Georgia include:
- Film tax
- Motor fuel tax
- Alcohol and tobacco tax
- State hotel-motel fee
If you plan to hire employees, you will also need to be aware of additional taxes:
- Withholding taxes. These are taxes withheld from your employee’s wages to pay to the state. You withhold taxes from wages, pension and annuity payments, and others.
- Unemployment taxes. In Georgia, employers pay the whole cost of unemployment insurance benefits. Unemployment insurance is temporary income for workers who find themselves, without it being their fault, unemployed. Employers pay quarterly at a rate calculated for their business.
- Workers’ compensation insurance. If your business regularly employs three or more people (including part-time employees), you will need to pay workers’ compensation insurance. You can learn more about workers’ compensation by visiting the State Board of Workers’ Compensation.
Georgia LLC FAQs
- What is the processing time to form my Georgia LLC?
The time depends on the way you file your paperwork. If you file your Articles of Organization online, it takes five to seven business days for the state to process. If you file with paper copies, it can take up to 15 days. Additionally, if you opt to reserve your business name, that application will take five to seven business days.
- Do I need to file an Operating Agreement with the state of Georgia?
Georgia does not require an LLC to file an Operating Agreement. However, as discussed above, an Operating Agreement is still an important document to have, as it provides additional protection for you and your business.
- What tax structure should I choose for my Georgia LLC?
One of the benefits of setting your business up as an LLC is avoiding “double taxation,” meaning the business itself will not pay income tax. Instead, the members or owners pay personal taxes on their earnings. Because of this, most LLC owners will choose to follow traditional LLC structures. rnrnSome businesses choose to designate a corporate structure instead, usually because the business is a high-income earner. To do this, you will need to make the designation at the federal level, and then the state follows its approach. If you set your LLC up to be taxed under a corporate structure, the business pays corporate taxes, and after earnings are distributed, the members will pay through their personal taxes.
- Does Georgia allow a Series LLC?
The state of Georgia does not, at this time, allow the formation of a Series LLC. Series LLCs are a relatively new concept where an umbrella LLC is formed with separate LLC “cells” under it. The law may change, so check back with Georgia from time to time if this is a concept that interests you.
- Which licenses and insurance are required for an LLC in Georgia?
While Georgia does not require a blanket business license, it does require licensing for many individual professions and businesses. You can visit the Secretary of State’s licensing page to search for Georgia licensing requirements, fill out a license application if needed, track your status, and more. rnrnAdditionally, some local municipalities may require licensing. Make sure you familiarize yourself with the requirements in the location your business calls home. Other licenses can be federal or industry-specific. You’ll have to research which licenses and permits your business needs or hire a service to do this for you.
- How do I dissolve my Georgia LLC?
If the time comes to dissolve your business, you must file a Certificate of Termination with the Secretary of State. The first step is to check and make sure your business is currently up to date in its registration. Once it is, the certificate can be submitted with no filing fee. Once the application is submitted, it typically takes two to eight business days to be processed. The termination date will be the date the application is received. rnrnYour Certificate of Termination must:rnrnInclude the name of the LLCrnState that known debts, liabilities, and obligations have been taken care of or provisions have been madernState that no legal actions are pending against the LLC or that provisions have been made if there are
- How do I change ownership of an LLC in Georgia?
While an LLC in Georgia does need to keep a current list of its officers with the state, which it does by filing an annual registration, it does not maintain a list of owners. The business itself maintains that list.