How to Form a Corporation in Georgia

To incorporate in Georgia, here's everything you need to know.

By , J.D. · USC Gould School of Law
Updated by Amanda Hayes, Attorney · University of North Carolina School of Law

In general, of all the business structures, corporations require the most formal procedures to both create and maintain. To form a corporation in Georgia, you'll need to register your company with the state and create internal corporate documents, among other tasks outlined below. You can also use our online corporation formation service, which will form a corporation for you with everything you need.

1. Choose a Corporate Name

Your corporation's name can't be more than 80 characters long (including punctuation and spaces). The name must end with one of the following terms or its abbreviation:

  • "Incorporated"
  • "Corporation"
  • "Company," or
  • "Limited."

The name can't state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation. (Ga. Code § 14-2-401 (2024).)

Your corporation's name must be distinguishable from the names of other business entities already on file with the Georgia Secretary of State (SOS) Corporations Division. You can check which names are available by searching the Corporations Division's business name database.

If you're not ready to form your corporation but you've picked out a name, you can reserve your name for 30 days with the SOS. You can reserve a name online or by mail by filing a Name Reservation Request. As of 2024, the filing fee to reserve your name online is $25 and by mail is $35. You can learn more about the process on the reserve a business name webpage of the Georgia state website. (Ga. Code § 14-2-402 (2024).)

2. Appoint a Registered Agent

Every Georgia corporation must have an agent for service of process in the state (called a "registered agent"). This agent is a person or business that agrees to accept legal papers on the corporation's behalf if it's sued. The registered agent can be either an individual resident or a business entity that's registered or authorized to do business in Georgia. (Ga. Code § 14-2-501 (2024).)

You should make sure the agent agrees to accept service of process on your corporation's behalf before you designate them as your corporation's registered agent. You'll indicate your registered agent on your corporation's articles of incorporation.

3. Prepare and File Articles of Incorporation

Your corporation is legally created by filing articles of incorporation with the SOS's Corporations Division. You can file your articles online via the SOS's eCorp website. You can also file a physical form by mail or in person.

The articles must include:

  • the corporation's name
  • the number of shares the corporation is authorized to issue
  • the name, street address, and county of the corporation's registered agent
  • the name and address of each incorporator, and
  • the mailing address of the corporation's principal office.

(Ga. Code § 14-2-202 (2024).)

Georgia doesn't have an articles of incorporation fillable form for applicants to use. If you're 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 (Form CD227) if you file your articles by mail.

As of 2024, the fee to file your articles of incorporation is $100 online and $110 by mail or in person. Registration generally takes 7 business days to process online and 15 business days by mail.

The incorporator must publish notice of the filing of articles of incorporation: Georgia, unlike many other states, requires an incorporator to publish notice of the filing of the articles of incorporation with a local newspaper. You must file a request with the publisher within one business day of filing the articles of incorporation. The notice must appear in the paper at least once a week for two weeks. The publisher must be located in the same county where the corporation will have its registered office. The incorporator must also notify the SOS of the publication. (Ga. Code § 14-2-201.1 (2024).)

For more details and instructions, check out the register a corporation webpage on the Georgia state website.

4. Prepare Corporate Bylaws

Unlike other states, Georgia requires corporations to adopt initial bylaws. Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. While corporations are required to have them, you don't need to file your bylaws with the state. (Ga. Code § 14-2-206 (2024).)

Apart from being required by state corporation law, having bylaws comes with other advantages. Bylaws establish your corporation's operating rules, including how decisions are made and how profits are distributed. This internal document also helps show banks, creditors, the Internal Revenue Service (IRS), and others that your corporation is legitimate. Finally, bylaws help demonstrate that your corporation is its own entity separate from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts.

Keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. You can use a three-ring binder or you can order a special corporate records kit through a corporate kit supplier. Keep this book at your corporation's principal office.

5. Appoint Directors and Hold a Board Meeting

The incorporator—the person who signed the articles—must appoint the initial corporate directors. These directors will serve on the board until the first annual meeting of shareholders (when new board members are elected by the shareholders to serve the next term).

The company's incorporator should complete an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator should sign the statement and place a copy in the corporate records book. You don't need to file the statement with the state.

The corporation's initial board of directors will need to hold a meeting. The board's first meeting should be held to:

  • 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 incorporator or another director will need to record all of the board's decisions and actions in corporate minutes. If you want your corporation to be taxed as an S corporation, the directors should approve the election of S corporation status at the first meeting as well.

6. Issue Corporate Stock

Once you've registered your corporation and had your first directors' meeting, you should issue stock in return for capital contributions. Once a person or business has been issued stock, they become a shareholder (also called a "stockholder"). Shareholders can contribute 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. Your certificate needs to have your corporation's name, the name of the person receiving the shares, and the number and class of shares being issued. The certificate will need to be signed by an officer or director of bear the corporate seal. (Ga. Code § 14-2-625 (2024).)

Georgia Doesn't Require a Par Value for Stock

Georgia corporations can create shares with or without par value. A share's par value is its minimum legal value or the lowest price it can be sold for. (Ga. Code § 14-2-621 (2024).)

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 isn't required. If you don't set a par value, then you can say "no par value" on the stock certificates.

Securities Laws and Exemptions

Typically, 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. Securities laws require corporations to follow certain rules when issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC).

In general, the SEC is in charge of federal securities laws while the SOS's Securities Division regulates the state's securities laws and exemptions.

Private offering exemption: Many small corporations don't have to worry about securities laws because federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). See our corporations FAQ for more details.

Invest Georgia Exemption (IGE): The IGE exempts sales of up to $5 million in securities to Georgia residents. To claim this exemption, you must file Form GA-1 with the SOS's Securities Division before the offering is made. You can find more information about this exemption and others under Georgia's Rules and Regulations.

7. File Initial and Annual Registrations

Within 90 days of incorporation, you must file an annual registration form with the SOS. You must list at least three principal officers on this form.

In addition to the initial registration, you must file an annual registration for your corporation each year between January 1 and April 1. You have the option to file for your current year, for the next two years, or for the next three years. (Ga. Code § 14-2-1622 (2024).)

You can file your annual registration either:

  • online through the eCorp website, or
  • by printing out and mailing in a completed paper registration form to the SOS.

As of 2024, the fees to file an initial registration or an annual registration are $50 online and $60 by mail.

Check out the SOS's How to Guide: File Annual Registration for more details.

8. Obtain an EIN and Comply With Tax Requirements

Your corporation must apply for a federal employer identification number (EIN). You can get an EIN by completing an online application on the IRS website. There's no filing fee. Once you apply, the IRS will immediately assign your corporation an EIN.

All Georgia corporations and foreign corporations doing business in Georgia must pay state taxes to the Georgia Department of Revenue (DOR). You can register your business with the DOR and file and pay most business taxes using the Georgia Tax Center (GTC).

Georgia corporate income tax and net worth tax: Georgia corporations must pay taxes on their Georgia-based income. Depending on your corporation's net worth, you could also need to pay a net worth tax. Regardless of whether you owe a net worth tax, you must file a return. Use 600 Corporation Tax Return to file your income and net worth taxes. You can file online via the GTC. For more, see the corporate income and net worth tax section of the DOR website. You can also read our article on Georgia state business income tax for additional guidance.

Georgia sales and use tax: If your corporation will sell taxable goods and services to customers in Georgia, you'll need to collect and pay sales tax to the DOR. Register your corporation through the GTC to receive your sales and use tax number. You'll use the GTC to file and pay your sales tax. Most taxpayers submit their sales tax returns every month. For more, review the sales and use tax FAQ page on the DOR website.

Withholding employee wages in Georgia: If your corporation has employees, you'll need to register with the DOR using the GTC. Once registered, you'll need to file withholding taxes on a periodic basis—for example, semi-weekly, monthly, quarterly, or annually. You must also submit Form G-1003 each year to reconcile your company's tax withholding. See the DOR's Employer's Withholding Tax Guide for additional instructions and information.

Georgia's unemployment insurance (UI) tax: Georgia corporations with employees must register with the Georgia Department of Labor (DOL) to file and pay the state's UI tax. Register for your UI tax account online using the Online Employer Tax Registration system. You must report and pay taxes to the DOL every quarter. Find answers to frequently asked questions on the DOL's Employers FAQ UI webpage.

Additional Guidance About Forming Your Georgia Corporation

Corporations, as opposed to other business structures, require a relatively significant amount of initial preparation. During this process, you might find it helpful to talk to a Georgia business lawyer. A local attorney can help you prepare your register your corporation in Georgia, prepare your internal documents, and advise you on securities laws.

For further education, check out Incorporate Your Business: A Step-by-Step Guide to Forming a Corporation in Any State, by Anthony Mancuso (Nolo). This book provides you with many corporate forms, like bylaws, and explains the benefits of incorporating your business.