These are the steps to form a single-member limited liability company (SMLLC) in Georgia. Remember: For most formation purposes, a Georgia SMLLC is considered the same as a multi-member limited liability company (LLC).
The name of a Georgia SMLLC must contain the words "Limited Liability Company" or "Limited Company" or the abbreviation "L.L.C.," "L.C.," "LLC," or "LC." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." The name must not exceed 80 characters in length. The SMLLC's name must be distinguishable on the records of the Georgia Secretary of State (SOS) from the names of other Georgia and out-of-state business entities already registered or reserved with the state.
You create a Georgia SMLLC by filing Articles of Organization with the Georgia Secretary of State. You can file the articles online by going to the SOS website. You can also file by mail, in which case you must include the separate Transmittal Information form (Form 231) which you can download from the SOS website. Unlike most other states, the Secretary of State does not provide a downloadable articles of organization form so you will have to draft your own. The current filing fee is $100.
Every Georgia SMLLC must have a registered agent. A registered agent is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The registered agent can be an individual Georgia resident or a domestic or foreign corporation authorized to do business in Georgia. The registered agent must have a physical street address in Georgia.
All of the paperwork and procedural steps to start a single-member limited liability company in Georgia can be done online using Nolo's Georgia Online LLC Formation application.
Georgia does not require an SMLLC to have an operating agreement. However, even though an SMLLC has just one member, an operating agreement is highly recommended. An SMLLC operating agreement does not need to be filed with the state.
The operating agreement is usually made between the single member and the LLC itself. The agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure. Having an agreement in place can help with liability protection by separating your business from you personally. It also can be useful with lenders and other businesses when entering into business transactions.
Under Georgia law, if you don't state in your articles of organization that your SMLLC will be manager-managed, then your SMLLC will be treated by default as member-managed. The distinction between member-managed and manager-managed can be important so be sure to consider both options before you decide which type of management structure you want for your SMLLC.
An SMLLC that keeps its default tax status of disregarded entity (same as a sole proprietorship) and does not have employees is not required to obtain a federal Employer Identification Number (EIN). Instead, owners of these SMLLCs can report their business profits and losses on their personal tax returns using their own Social Security number or tax identification number.
If your SMLLC has employees or if you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN for your SMLLC, there are often business reasons for doing so. Banks often require an EIN to open an account in the business's name and other companies you do business with may require an EIN to process payments. In many cases it makes sense to obtain an EIN for your SMLLC even if it is not required for federal tax purposes.
You can get an EIN by completing an online application on the IRS website. There is no filing fee.
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 LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
Depending on what kind of business you're running and where it's located, you may need to obtain local or state business licenses for your SMLLC. Among other possibilities, these might include licenses related to:
The State of Georgia requires you to file an annual registration for your SMLLC along with paying a $50 fee. You should file the registration online at the SOS website. Your initial annual registration is due between January 1 and April 1 of the year following the calendar year that your SMLLC was formed. Subsequent registrations are due by April 1 each year. The state should mail you a reminder notice.