To form a corporation in Georgia, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
Your corporation's name must not be more than 80 characters long (including punctuation and spaces) and it must end with one of the following terms or its abbreviation: "Incorporated," "Corporation," "Company," or "Limited." The name cannot state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation.
Your corporation's name must be distinguishable 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 at the Corporations Division website or by mail by filing a Name Reservation Request.
Your corporation is legally created by filing Articles of Incorporation with the Georgia Secretary of State Division of Corporations. Articles can be filed online or by postal mail. The articles must include the corporate name; the number of shares the corporation is authorized to issue; the name and street address and county of an agent for service of process; the name and address of each incorporator; and the mailing address of the corporation’s principal office.
Georgia does not have an Articles of Incorporation fillable form for applicants to use. If you are filing by mail instead of online, you must draft your own articles on 8.5" x 11"paper. A detailed guide prepared by the Corporations Division, titled Filing Procedures, explains how to draft your articles. You must include a Transmittal Information Form if you file your articles by mail.
Every Georgia corporation 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 corporation's behalf if it is sued. The registered agent may be either an individual resident or business entity that is authorized to do business in Georgia. The agent should agree to accept service of process on your corporation's behalf prior to designation.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they establish your corporation's operating rules, and help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo).
Keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. This can be a simple three ring binder or corporate records kit you order through a corporate kit supplier. Keep it at your corporation's principal office.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders).
You should hold a first meeting of the corporation's board of directors at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize the issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.
The default rule in Georgia is that corporate stock has no par value. Thus, the articles need not state whether the shares have a par value. See Nolo's article "What is Par Value Stock." However, Georgia corporations have the option of establishing a par value for their shares. If desired, the par value can be listed in the articles, but this is not required.
A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). See Nolo's Corporations FAQ for more details.
Georgia exempts unadvertised sales to no more than 15 Georgia residents provided that the shares are purchased for investment, not resale. No state filings are required for this exemption. Alternatively, the Invest Georgia Exemption exempts sales of up to $5 million in securities to any number of Georgia residents. Form GA-1 must be filed with the Securities Division of the Secretary of State before the offering is made. No fee is required for this filing. State securities exemptions in Georgia are regulated by the Securities Division of the Secretary of State's Office.
Within 90 days of incorporation, each Georgia corporation must file an initial annual registration form that lists three principal officers with the Secretary of State. The registration form can be filed online. An annual registration must be filed by April 1 every year after the initial year. A corporation that does not submit its annual registration is subject to administrative dissolution. There is a $250 fee to reinstate an administratively dissolved corporation.
Additional tax and regulatory requirements apply to your corporation. These include:
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation 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.
All corporations organized outside of Georgia must register with the Georgia Secretary of State to do business in Georgia. Foreign corporations must appoint a registered agent for service of process physically located in Georgia. To register, file an Application for Certificate of Authority for Foreign Profit Corporation. The application must be accompanied by an original certificate of good standing, no more than 90 days old, certified by the foreign corporation's home state.