How to Incorporate in Georgia
Choose the best legal structure for your business., Determine your business name., Identify three officers for your corporation., Publish your notice of intent to incorporate., Contact the IRS about an Employer Identification Number (EIN)...
Step-by-Step Guide
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Step 1: Choose the best legal structure for your business.
Just because you have a business that you want to operate does not mean that a corporation is the best decision.
You should consider the legal options that exist for a business operation in Georgia:
Corporation.
A corporation can exist for profit, or as a non-profit, or as a professional corporation (PC).
The main reason for choosing to incorporate is to separate yourself and your personal assets from the assets and obligations of the business.Limited Liability Company (LLC).
An LLC offers convenience, because you report the income of the business in your own tax return.
But it also limits personal liability in the way that a corporation does.Sole proprietorship.
A sole proprietorship is convenient because you operate the business on your own, without any additional legal organization.
You report all profits and losses in your own tax returns.
However, you are personally responsible for all of the business’s obligations and liabilities.Partnership.
A partnership is legally similar to a sole proprietorship, but more than one person operates the business.
The partners each receive their share of the income and assume their share of the company’s obligations.
All income and losses are reported in personal tax returns. -
Step 2: Determine your business name.
Once you have made the decision to incorporate, your new corporation needs a name.
According to Georgia law, your business name must be “distinguishable” from the names of other existing corporations.When you select a name, you can reserve it online at http://ecorp.sos.ga.gov.
There is an application fee of $25, which you can pay with a credit card.
You may also download the name reservation form at http://sos.ga.gov/corporations/acrobat/applications/Form%20-%20Name%20Reservations.pdf and mail it in with the $25 payment.
After you reserve your name, you have 30 days to complete the remaining steps for incorporation.
After 30 days, the name is no longer reserved, and someone else may select it. , Within 90 days after filing your Articles of Incorporation, you must file an initial annual registration form with the Secretary of State.
This form must identify three officers of your corporation.
There is a filing fee of $50 for this report.The link for filing this report through the Georgia Corporations Division website is https://ecorp.sos.ga.gov/ARForm. , In Georgia, anyone planning to incorporate a business must publish a notice of intent in the newspaper that is the “official legal organ” of the county where the business is located.
You can find a list of these official newspapers at www.gsccca.org/clerks.
You can prepare this ahead of time, but it must be filed no later than the day after you file your Articles of Incorporation.The notice can be a simple letter that reads, “Dear Publisher, Please publish once a week, for two consecutive weeks, a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code.
The initial registered office of the corporation is located at (Address) and its initial registered agent is (Name of agent).
A check in the amount of $40 is enclosed.” If you are filing as a non-profit corporation, you must still publish the notice of incorporation.
In the notice, you will refer to the Georgia Non-Profit Corporation Code rather than the Georgia Business Corporation Code. , You may or may not be required to have an EIN to operate your business.
Contact the IRS at 866-816-2065 or research their website at www.irs.ustreas.gov., According to Georgia law, the Articles of Incorporation must include certain minimal information.
The law only sets out the required minimums for the Articles of Incorporation to be filed.
You may want to consult with legal counsel to decide if you wish to include more., This must be the same name, exactly, as you previously reserved.
The name must include some form of “Incorporated,” “Corporation,” “Inc.,” or some clear indication that the business is a corporation., If your corporation operates for profit, you must include in the Articles of Incorporation the number of shares that the corporation will be authorized to issue.
This does not need to be a number that is being issued immediately.
You may need to consult with legal counsel on certain strategies and options related to issuing corporate shares.You can create different "classes" of stock shares, with each class having different rights or privileges.
For example, one class of shares may have voting rights while another does not.
The Articles of Incorporation need to define the classes of shares that will be authorized and the number of shares in each class., This is for non-profit corporations only.
Instead of issuing shares, a non-profit corporation may have “members.” The members of a non-profit corporation generally have voting rights in directing the actions of the corporation.
Your Articles of Incorporation must report whether you intend to define membership, and, if so, how many members are anticipated., This must be the legal address where the corporation will receive mail and legal notices.
It may or may not be the same address as the location of actual business operations., Every corporation must have at least one registered agent.
The agent may or may not be an officer or an incorporator of the corporation.
The agent must be someone who is identifiable to receive legal notices and mail for the corporation., The incorporators may or may not serve as officers of the corporation.
These are the individuals who have served in preparing the Articles of Incorporation.
Personal addresses for each incorporator must be included., The principal office is the location where the actual operations of the corporation take place.
This may or may not be the same as the registered address., The official website, https://ecorp.sos.ga.gov/, provides links to a wide variety of useful information for doing business in Georgia.
Electronic filing is a good idea because your submission will be checked for completeness as you go through the process.
You will not be able to file if your information is incomplete. , There are several options available to you.
To being a filing, you will choose the button for “Online Services.”, If this is your first time using the Corporations Division website, you will be prompted to create an account.
If you have already created an account, then you can simply enter your log-in ID and password.If you are creating a new account, you will be asked for your name, address, and email address.
You will be prompted to select a log-in ID name and a password. , After you create your account, you will be taken to the Online Services dashboard screen.
This lists approximately 20 different options for next steps.
Select the button to “Create or Register a Business.”, If this is a new corporation, you will select “I am creating a new domestic business.” If your corporation has already been operating in another state and you wish to do business in Georgia, you will select “I am registering a foreign business.”, The next series of screens will prompt you to enter the information that is contained in your Articles of Incorporation.
Answer the questions as they arise, as completely as possible., After you have answered all the questions, you will see a final printout of your information.
Review it for accuracy before making the final submission.
This will become your Articles of Incorporation.
You will be able to amend the filing later, if any errors are identified, but it is much easier at this stage., After all your information is filed and verified, you will be prompted to pay the filing fee with a credit card.
The filing fee is $100., This is your formal notice from the Georgia Corporations Division that your submission has been accepted and filed, and that your corporation is eligible to operate in Georgia.
Within five to seven business days after you submit your articles online, you will receive an email that your filing has been accepted.
You should print that email and keep a copy with your official corporate records., If you are submitting a paper copy of the Articles of Incorporation, you must type the information on standard, white, 8 1/2 x 11 inch paper.
The document should be titled, “Articles of Incorporation of (Name) Corp.” Each separate piece of information should be listed as a separate “Article.”, The articles must be signed by one or more of the incorporators, or by the corporation’s attorney, if one is identified.
Under the signature, you must identify the signing capacity of the individual, either as incorporator or as attorney., This is a cover page that you must complete and submit with your Articles of Incorporation.
It includes some identifying information about your corporation and serves as a cover sheet for your filing.
You can download a copy of Form 227 here, http://sos.ga.gov/corporations/acrobat/applications/Transmittal%20Form%20-%20Profit%20or%20Nonprofit%20Corporations%20(227).pdf. , The completed paperwork must be submitted to the Georgia Corporations Division, 2 Martin Luther King Jr.
Drive SE, Suite 313 West Tower, Atlanta, Georgia,
30334.
You must send the original and one copy of the Articles of Incorporation., Without the proper filing fee, your paperwork will be returned to you.
The fee for Articles of Incorporation for a new business is $100. , This is your formal notice from the Georgia Corporations Division that your paperwork has been accepted and filed, and that your corporation is eligible to operate in Georgia.
You should receive this within five to seven business days, although, in some cases, it may take up to two weeks. -
Step 3: Identify three officers for your corporation.
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Step 4: Publish your notice of intent to incorporate.
-
Step 5: Contact the IRS about an Employer Identification Number (EIN).
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Step 6: Understand the required elements of the Articles of Incorporation.
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Step 7: Include the name of the corporation.
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Step 8: Report the number of the shares to be issued.
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Step 9: Report whether a non-profit corporation will have members.
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Step 10: Provide the street address and county of the corporation’s registered office.
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Step 11: Name a registered agent who works at the registered office.
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Step 12: Identify the name and address of each incorporator.
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Step 13: Provide the mailing address of the principal office of the corporation.
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Step 14: Visit the Georgia Corporations Division website.
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Step 15: Select “Online Services” to begin your filing.
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Step 16: Enter your log-in information.
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Step 17: Select “Create or Register a Business” at the Online Services screen.
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Step 18: Choose whether you are creating a new business or registering an out-of-state business.
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Step 19: Complete the remaining information to register your business.
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Step 20: Review your submissions for accuracy.
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Step 21: Pay the filing fee.
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Step 22: Receive your certificate of incorporation.
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Step 23: Prepare the Articles of Incorporation in the proper format.
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Step 24: Sign the Articles of Incorporation.
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Step 25: Prepare the Data Transmittal Form 227.
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Step 26: Mail in Form 227 and your Articles of Incorporation.
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Step 27: Submit the filing fee.
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Step 28: Receive your certificate of incorporation.
Detailed Guide
Just because you have a business that you want to operate does not mean that a corporation is the best decision.
You should consider the legal options that exist for a business operation in Georgia:
Corporation.
A corporation can exist for profit, or as a non-profit, or as a professional corporation (PC).
The main reason for choosing to incorporate is to separate yourself and your personal assets from the assets and obligations of the business.Limited Liability Company (LLC).
An LLC offers convenience, because you report the income of the business in your own tax return.
But it also limits personal liability in the way that a corporation does.Sole proprietorship.
A sole proprietorship is convenient because you operate the business on your own, without any additional legal organization.
You report all profits and losses in your own tax returns.
However, you are personally responsible for all of the business’s obligations and liabilities.Partnership.
A partnership is legally similar to a sole proprietorship, but more than one person operates the business.
The partners each receive their share of the income and assume their share of the company’s obligations.
All income and losses are reported in personal tax returns.
Once you have made the decision to incorporate, your new corporation needs a name.
According to Georgia law, your business name must be “distinguishable” from the names of other existing corporations.When you select a name, you can reserve it online at http://ecorp.sos.ga.gov.
There is an application fee of $25, which you can pay with a credit card.
You may also download the name reservation form at http://sos.ga.gov/corporations/acrobat/applications/Form%20-%20Name%20Reservations.pdf and mail it in with the $25 payment.
After you reserve your name, you have 30 days to complete the remaining steps for incorporation.
After 30 days, the name is no longer reserved, and someone else may select it. , Within 90 days after filing your Articles of Incorporation, you must file an initial annual registration form with the Secretary of State.
This form must identify three officers of your corporation.
There is a filing fee of $50 for this report.The link for filing this report through the Georgia Corporations Division website is https://ecorp.sos.ga.gov/ARForm. , In Georgia, anyone planning to incorporate a business must publish a notice of intent in the newspaper that is the “official legal organ” of the county where the business is located.
You can find a list of these official newspapers at www.gsccca.org/clerks.
You can prepare this ahead of time, but it must be filed no later than the day after you file your Articles of Incorporation.The notice can be a simple letter that reads, “Dear Publisher, Please publish once a week, for two consecutive weeks, a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code.
The initial registered office of the corporation is located at (Address) and its initial registered agent is (Name of agent).
A check in the amount of $40 is enclosed.” If you are filing as a non-profit corporation, you must still publish the notice of incorporation.
In the notice, you will refer to the Georgia Non-Profit Corporation Code rather than the Georgia Business Corporation Code. , You may or may not be required to have an EIN to operate your business.
Contact the IRS at 866-816-2065 or research their website at www.irs.ustreas.gov., According to Georgia law, the Articles of Incorporation must include certain minimal information.
The law only sets out the required minimums for the Articles of Incorporation to be filed.
You may want to consult with legal counsel to decide if you wish to include more., This must be the same name, exactly, as you previously reserved.
The name must include some form of “Incorporated,” “Corporation,” “Inc.,” or some clear indication that the business is a corporation., If your corporation operates for profit, you must include in the Articles of Incorporation the number of shares that the corporation will be authorized to issue.
This does not need to be a number that is being issued immediately.
You may need to consult with legal counsel on certain strategies and options related to issuing corporate shares.You can create different "classes" of stock shares, with each class having different rights or privileges.
For example, one class of shares may have voting rights while another does not.
The Articles of Incorporation need to define the classes of shares that will be authorized and the number of shares in each class., This is for non-profit corporations only.
Instead of issuing shares, a non-profit corporation may have “members.” The members of a non-profit corporation generally have voting rights in directing the actions of the corporation.
Your Articles of Incorporation must report whether you intend to define membership, and, if so, how many members are anticipated., This must be the legal address where the corporation will receive mail and legal notices.
It may or may not be the same address as the location of actual business operations., Every corporation must have at least one registered agent.
The agent may or may not be an officer or an incorporator of the corporation.
The agent must be someone who is identifiable to receive legal notices and mail for the corporation., The incorporators may or may not serve as officers of the corporation.
These are the individuals who have served in preparing the Articles of Incorporation.
Personal addresses for each incorporator must be included., The principal office is the location where the actual operations of the corporation take place.
This may or may not be the same as the registered address., The official website, https://ecorp.sos.ga.gov/, provides links to a wide variety of useful information for doing business in Georgia.
Electronic filing is a good idea because your submission will be checked for completeness as you go through the process.
You will not be able to file if your information is incomplete. , There are several options available to you.
To being a filing, you will choose the button for “Online Services.”, If this is your first time using the Corporations Division website, you will be prompted to create an account.
If you have already created an account, then you can simply enter your log-in ID and password.If you are creating a new account, you will be asked for your name, address, and email address.
You will be prompted to select a log-in ID name and a password. , After you create your account, you will be taken to the Online Services dashboard screen.
This lists approximately 20 different options for next steps.
Select the button to “Create or Register a Business.”, If this is a new corporation, you will select “I am creating a new domestic business.” If your corporation has already been operating in another state and you wish to do business in Georgia, you will select “I am registering a foreign business.”, The next series of screens will prompt you to enter the information that is contained in your Articles of Incorporation.
Answer the questions as they arise, as completely as possible., After you have answered all the questions, you will see a final printout of your information.
Review it for accuracy before making the final submission.
This will become your Articles of Incorporation.
You will be able to amend the filing later, if any errors are identified, but it is much easier at this stage., After all your information is filed and verified, you will be prompted to pay the filing fee with a credit card.
The filing fee is $100., This is your formal notice from the Georgia Corporations Division that your submission has been accepted and filed, and that your corporation is eligible to operate in Georgia.
Within five to seven business days after you submit your articles online, you will receive an email that your filing has been accepted.
You should print that email and keep a copy with your official corporate records., If you are submitting a paper copy of the Articles of Incorporation, you must type the information on standard, white, 8 1/2 x 11 inch paper.
The document should be titled, “Articles of Incorporation of (Name) Corp.” Each separate piece of information should be listed as a separate “Article.”, The articles must be signed by one or more of the incorporators, or by the corporation’s attorney, if one is identified.
Under the signature, you must identify the signing capacity of the individual, either as incorporator or as attorney., This is a cover page that you must complete and submit with your Articles of Incorporation.
It includes some identifying information about your corporation and serves as a cover sheet for your filing.
You can download a copy of Form 227 here, http://sos.ga.gov/corporations/acrobat/applications/Transmittal%20Form%20-%20Profit%20or%20Nonprofit%20Corporations%20(227).pdf. , The completed paperwork must be submitted to the Georgia Corporations Division, 2 Martin Luther King Jr.
Drive SE, Suite 313 West Tower, Atlanta, Georgia,
30334.
You must send the original and one copy of the Articles of Incorporation., Without the proper filing fee, your paperwork will be returned to you.
The fee for Articles of Incorporation for a new business is $100. , This is your formal notice from the Georgia Corporations Division that your paperwork has been accepted and filed, and that your corporation is eligible to operate in Georgia.
You should receive this within five to seven business days, although, in some cases, it may take up to two weeks.
About the Author
Megan Campbell
A passionate writer with expertise in lifestyle topics. Loves sharing practical knowledge.
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