By Catherine Li
Looking to incorporate in Georgia? Read on for a more detailed step-by-step to specifically incorporate your business in the state of Georgia. You can also get started with MassLight’s Build for Equity program to kickstart your company!
- Select a fitting name for your business.
- File Articles of Incorporation
- Appoint a registered agent
- Establish corporate bylaws
- Appoint directors and conduct board meetings
- Issue stock
- File annual registration
- Comply with other tax and regulatory requirements
1. Choose a Name for your Corporation
Your business’s name should not exceed more than 80 characters—including punctuation and spaces—and it must end with one of following terms or abbreviation: “limited”, “company”, “corporation”, or “incorporated”. The name cannot explicitly or implicitly state that the corporation is established for a purpose that is different than the one given in its Articles of Incorporation.
Your business’s name must be recognizable from the names of businesses that have filed with the Georgia Secretary of State Corporate Division. You can check if your name has already been taken in the business name database located in the Corporations Division business name database. You may reserve a name for 30 days online by filing a Name Reservation Request.
2. Prepare and File Articles of Incorporation
To incorporate in Georgia, you must then file the Articles of Incorporation with the Georgia Secretary of State Division of Corporations. These can be filed through postal mail or online. Always remember to include the following in your articles; the shares a corporation is authorized to use; the name and street address of an agent; the name and address of each incorporator; and finally the mailing address of your business’s primary office.
The state of Georgia does not provide a fillable form of the Articles of Incorporation for applicants to file. You must draft your own on 8.5” x 11” paper if you are filing by mail instead of online. For more details on how to draft your articles, you can check out the Filing Procedures prepared by Georgia’s Corporations Division. If filing articles by mail, also remember to include a Transmittal Information Form for new business entities.
3. Appoint a Registered Agent
Incorporating in Georgia requires an agent for service of process in the state. This refers to either an individual or business entity that agrees to represent and accept legal papers on the corporation’s behalf in case of lawsuits. The registered agent can be either a whole business entity or an individual resident that is allowed in Georgia to be a part of businesses. The agent also should agree to accept service of process on your business’s behalf prior to designation.
4. Establish Corporate Bylaws
Your corporation must also draft an internal corporate that establishes basic ground rules for operating your business, known as bylaws. Bylaws are not filed with the state and while your corporation is not legally required to file them, the document is able to prove your business’s legitimacy. Bylaws can help detail your corporation’s procedures and rules, or show banks and other creditors that your corporation is credible.
For organization, you should record your bylaws and any other corporate papers in a corporate records book. You can use any simple binder or corporate record kit to use for organization. Lastly, keep all records at your principal office.
5. Appoint Directors and Conduct Board Meeting
The incorporator of your corporation, or the person who drafted the articles, must then appoint the initial corporate directors who then serve on the board until the first annual shareholder meeting—or when the board members that will serve next term are elected by the shareholders.
You should hold an initial meeting with the corporation’s board of directors at which the directors can appoint corporate officers, establish bylaws, set up a corporate bank account, authorize issuance of stock, adopt an official stock certificate form, and set the corporation’s fiscal year. The directors’ actions must be recorded in corporate minutes created by the incorporator or any of the directors. Also, if your business is an S corporation, the directors should approve S corporation election status.
6. Issue Stock to Shareholders
In return for any capital contribution of property, service, and/or cash, you should issue stocks to each shareholder. Smaller corporations typically issue paper stock certificates. On the stock transfer ledger, enter each shareholder’s name and contact information.
In the state of Georgia, the default rule is that corporate stock has no par value. Therefore, the articles do not need to include the par value of shares. However, if Georgia corporations have the option of listing the values, which can be found in the articles. Again, it is not required though.
A share of your corporation’s stock is classified as a security under state and federal laws that regulate the sale and offer of corporate stocks. However, federal law exempts “private offerings”—which refer to non-advertised sales to a small amount of people (usually 35 or fewer).
Georgia also prohibits unadvertised sales to no more than 15 Georgia residents provided that the shares are purchased solely for investment purposes, and not for resales. No state filings need to be filed for this requirement. Alternatively, the Invest Georgia Exemption exempts sales of more than $5 million in securities to any number of Georgia residents. You must file Form GA-1 with the Securities Division of the Secretary of State before the offering is made. No fee is required, and state exemptions are regulated by the Securities Division of the Secretary of State’s Office.
7. File Annual Registration
Within the first 90 days of incorporation in Georgia, all corporations must file an initial annual registration form that details the three principal officers with the Secretary of State. The registration form can be filed online here. From then on, a yearly registration must be filed by April 1 every year after. Any corporation that fails to submit its annual registration is subject to administrative dissolution. Additionally, there is a $250 fee to reinstate an administratively dissolved corporation.
8. Comply With Tax and Regulatory Requirements
Your corporation must also comply with these additional tax and regulatory requirements:
EIN: Your corporation must obtain a federal employer identification number (EIN). You can obtain an EIN in two ways: on the IRS website or completing an online EIN application.
S Corporation Filing: If your corporation elects S corporation status for tax purposes, you must submit Form 2553 Election by a Small Business Corporation and signed by all of your shareholders. The election should be filed within two months and 15 days after the beginning of your corporation’s first tax year.
Business Licenses: Depending on your type of business and where you are situated, your corporation may need to obtain additional local and state business licenses. For more information on local licenses, check with your city in which the business’s primary place of business is located. For state licenses, check the Georgia Secretary of State’s First Stop Business Guide.
Do you have a foreign corporation doing business in Georgia? 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 who is physically residing in Georgia. To register, fill out the Application for Certificate of Authority for Foreign Profit Corporation.
Interested in incorporating your business in Georgia? Reach out to MassLight and we can help get your business started! You can check out the different enterprises and startups we work with, and see how we can help you!