A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
Here are the basic steps you need to take to form an LLC in Georgia.
Under Georgia law, an LLC name must contain one of the following: "Limited Liability Company," "LLC," "L.L.C.," "Limited Company," "LC," or "L.C." The term "Limited" is allowed to be abbreviated as "Ltd." and "Company" may be abbreviated as "Co." The complete name must be 80 characters or less, including any spaces and/or punctuation.
Your LLC’s name must be recognizably different from the names of other business entities already on file with the Georgia Secretary of State Corporations Division. Names may be checked for availability by searching the Corporations Division business name database. You may reserve a name for 30 days online or by filing a Name Reservation Request form. The reservation fee is $25.
Every Georgia LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be either an individual resident or business entity that is authorized to do business in Georgia. The registered agent must have a physical street address in Georgia.
A Georgia LLC is created by filing Articles of Organization with the Georgia Secretary of State Corporations Division Corporations. The articles must include:
The filing fee is $100. The articles of organization can be be filed online or by postal mail.
If you file by mail, you must also file a completed Transmittal Information Form Georgia Limited Liability Company (Form 231). The form must include:
All of the paperwork and procedural steps to start a limited liability company in Georgia can be done online using Nolo's Georgia Online LLC Formation application.
An LLC operating agreement is not required in Georgia, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the city in which the business's primary place of business is located (or county if it is in an unincorporated area). For state licenses, check the Georgia Secretary of State's First Stop Business Guide.
Georgia Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Georgia Department of Revenue (DOR). You can register either online or on paper (Form CRF-002). For more information on state LLC tax registration, see Nolo's article Georgia LLC Annual Filing Requirements.
All LLCs doing business in Georgia must file an annual registration with the Secretary of State and pay a $50 filing fee. The initial registration is due between January 1 and April 1 of the year following the calendar year in which the LLC was formed. The registration should be filed online. For more information on Georgia LLC annual reports, see Nolo's article Georgia LLC Annual Filing Requirements.
All LLCs organized outside of Georgia must register with the Georgia Secretary of State to do business in the state. Foreign LLCs must appoint a registered agent for service of process physically located in Georgia. To register, file an Application for Certificate of Authority for Foreign Limited Liability Company. You can file online or by postal mail.
The filing fee is $225.