How to Incorporate 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 Business Corporation Code — Ga. Code § 14-2 (2012)
Georgia Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Prepare the Articles of Incorporation. 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 Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Georgia:
1. Company name
2. Number of authorized shares
3. Registered agent name, street address, and county
4. Name and address of each incorporator
5. Principal mailing address of the corporation
7. Printed name, signature, and capacity in which they are signing of each incorporator
Georgia Incorporation Fee Schedule
Name Reservation Request: $25.00
Articles of Incorporation: $100.00
Certificate of Authority: $225.00
Expedited Service: $100.00
Certified Copy: $10.00
Annual Registration: $50.00
Articles of Dissolution or Intent to Dissolve: No fee
Your company name must end with a corporate designator. In Georgia the specific corporate designators are: “Corporation” “Incorporated” “Company” “Limited” “Corp.” “Inc.” “Co.” “Ltd.”
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 corporation. Nevertheless, Georgia permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Publish a Notice of Intent to Incorporate in the newspaper that is the official legal organ of the county where the initial registered office is to be located, or in a newspaper of general circulation is such county.
9. Within 90 of incorporation file an initial “annual” registration form.
10. File an “Annual Registration Form.”
11. Pay “Net Worth Tax.”
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority for Foreign Corporation.”
2. Attach an original certificate of existence or good standing, not more than 90 days old, certified by the home state.
3. Submit the completed documents, along with the $225.00 filing fee, to the Georgia Secretary of State.
Dissolving a Georgia Corporation
1. If your company has not commenced business or issued shares, you may dissolve by filing “Articles of Dissolution.”
2. If your company has commenced business and issued shares, you may dissolve by filing a “Notice of Intent to Dissolve.” The company must be current in its registration and in active status before filing.
3. Submit the original and one photocopy of the above documents to the Corporations Division.
4. Deliver a publication notice to the legal organ of the county of the corporation’s registered office no later than the next business day after the “Notice of Intent to Dissolve” is filed with the Corporations Division.