How to Form an LLC in Georgia
Georgia Secretary of State—Corporations Division
Floyd West Tower—Suite 313
2 Martin Luther King Jr. Drive S.E.
Atlanta, GA 30334-1530
Statutory Authority: Georgia Limited Liability Company Act — Ga. Code § 14-11 (2012)
Georgia LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Prepare the “Articles of Organization.” The articles must be submitted on white 8½ x 11 paper and follow the format suggested in the Filing Procedures document.
3. Complete the “Data Transmittal Form.”
4. Submit the completed documents, a photocopy of each, and filing fees to the Georgia Secretary of State.
Georgia Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Georgia:
1. Company name
3. Printed name, signature, and capacity in which they are signing of each incorporator.
Georgia LLC Fee Schedule
Name Reservation Request: $25.00
Articles of Organization: $100.00
Certificate of Authority: $225.00
Expedited Service: $100.00
Certified Copy: $10.00
Annual Registration: $50.00
Certificate of Termination: No fee
Your company name must end with an LLC designator. In Georgia the specific designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”
Conduct an entity name search on the Georgia Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 30 days by filing a “Name Reservation Request” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Georgia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Georgia resident or active Georgia business entity that has a Georgia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Georgia resident and have a Georgia street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Georgia limited liability company. Nevertheless, Georgia permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Initial “Annual” Registration
7. File an Annual Registration
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority for Foreign Limited Liability Company”
2. Submit the completed documents, along with the $225.00 filing fee, to the Georgia Secretary of State.
Dissolving a Georgia LLC
1. Complete the “Certificate of Termination.”
2. Submit the original and one photocopy of the above document to the Corporations Division.