First, it should be noted that the Corporations Division of the Georgia Secretary of State strongly recommends that all initial filers obtain professional legal, tax and business advice to assure the filer’s goals and intentions are met and that requirements of the law are satisfied (both before and after formation of a corporation). While it is realtively simple to form a corporation, the question of whether or not a corporation should be formed is complex.
There are five steps to form a corporation:
- Choose a corporate name
- Appoint a registered agent for service of process
- Prepare and file articles of incorporation
- Annual registration and appointment of officers
- Publication of notice of intent to incorporate
1. Choose a Corporate Name
There are a few rules for your corporation’s name:
The complete name must be 80 characters or less, including any spaces and/or punctuation.
Your corporation’s name must end with one of the following:
- Incorporated (Inc.)
- Corporation (Corp.)
- Company (Co.)
- Limited (Ltd.)
Your corporation’s name must be recognizably different from the names of other business entities already on file with the Georgia Secretary of State Corporations Division.
To ensure your business name is unique and available, you can run a search on the Georgia Secretary of State website: https://cgov.sos.state.ga.us
If you have chosen a name but are not yet ready to form your corporation, you can reserve a name for 30 days online or by filing a paper form. There is a reservation fee of $25.00. You do not need to reserve a name in order to use it for your corporation.
2. Appoint a Registered Agent for Service of Process
A registered agent for service of process is a person or entity designated by the corporation to accept legal documents and notifications on behalf of the corporation.
The registered agent must be an individual resident or business entity that is authorized to transact business in Georgia. Obviously, the agent should be notified and must agree to serve in that capacity prior to being designated in the certificate of incorporation.
3. Prepare and File Articles of Incorporation
Articles of Incorporation are a written document that set out the primary rules governing the management of the corporation and must be filed with the Georgia Secretary of State. An example will be provided below.
There are a few differences between the Articles of Incorporation of a for-profit corporation versus those of a non-profit corporation. The following information should be included in the Articles of Incorporation of a for-profit company:
- Exact name of the corporation.
- The number of shares the corporation is authorized to offer (this number cannot be zero).
- Street address of the corporation (a post office box is not sufficient).
- Name and address of each incorporator.
- The mailing address of the corporation’s principal office, if different from the registered office (this address may be a post office box). Correspondence from the Secretary of State’s Corporations Division will be sent to this address.
- An incorporator named in the Articles (or an attorney in fact) must sign the Articles of Incorporation. Beneath the signature, the signer must state the capacity in which he or she is signing.
Articles of Incorporation for a nonprofit corporation include the same information as those of for-profit corporations, except for the following items:
- Articles of Incorporation for nonprofit corporations do not include a statement regarding the number of shares the corporation is authorized to issue.
- The following statement must be included in a nonprofit corporation’s Articles of Incorporation:
“The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.”
- Articles of Incorporation for a nonprofit corporation must include a statement indicating whether or not the corporation will have members. This statement can be as simple as the following: “The corporation will have members” or “The corporation will not have members.”
- Please note that filing Articles of Incorporation with the Georgia Secretary of State does not automatically grant a corporation tax exempt status under 501(c)(3) of the Internal Revenue Code. For more information about 501(c)(3) status please consult IRS Publication 557 available at http://www.irs.ustreas.gov or call the IRS directly.
Articles of Incorporation may be filed online at https://cgov.sos.state.ga.us or mailed to the Secretary of State’s office.
- Articles must be printed on white 8.5” x 11” paper.
- An incorporator named in the Articles (or an attorney in fact) must sign the Articles of Incorporation. The signer or signers should indicate in what capacity he or she is signing. The signature does not need to be notarized.
- The mailing must include the original Articles of Incorporation, a copy of the Articles, a completed Transmittal Form 227 (available here: http://sos.ga.gov/corporations/acrobat/applications/Transmittal%20Form%20-%20Profit%20or%20Nonprofit%20Corporations%20(227).pdf) and a check for $100.00 made payable to the Secretary of State.
Address of the Georgia Secretary of State’s Office
If the Articles are mailed, they should be sent to the following address:
Office of the Secretary of State
237 Coliseum Drive
Macon, GA 31217-3858
Articles of Incorporation are effective on the date received by the Corporations Division unless a delayed effective date is specified.
4. Annual Registration and Appointment of Officers
Every Georgia corporation must file an initial registration form within 90 days of incorporation as well as an annual registration form.
Every registration form must list the three principle officers of the corporation. The annual registration form may include any changes to the corporation’s address and/or registered agent and registered office address.
There is a fee of $50.00 per filing.
Subsequent annual registrations must be filed between January 1 and April 1 each year.
Corporations that form between October 2 and December 31 must file their initial registration between January 1 and April 1 of the following year.
A corporation that does not submit its annual registration is subject to administrative dissolution. An administratively dissolved corporation may be reinstated within five years of the effective date of dissolution. There is a $250.00 fee to reinstate an administratively dissolved corporation.
5. Publication of Notice of Intent to Incorporate
All new corporations must publish a Notice of Intent to Incorporate in the newspaper which is the “official local organ” of the county in which the corporation’s registered office is located. It may also be published in a newspaper of general circulation in that county if at least 60% of that newspaper’s readers are paying subscribers.
A list of legal organs is available at http://www.gsccca.org/clerks
The clerk of the county superior court can also advise you of the local organ in your county.
Notice of Intent to Incorporate and a $40.00 publication fee should be sent to the newspaper no later than the next business day after filing Articles of Incorporation with the Secretary of State.
Other information important to corporations:
Contact the Internal Revenue Service to determine if your corporation needs an Employee Identification Number at (866) 816-2065 or visit the IRS web site, http://www.irs.ustreas.gov.
The Georgia Department of Revenue should be contacted regarding compliance with state tax laws. Income and net worth tax information may be obtained by calling (404) 656-4191. Sales and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR’s web site, https://etax.dor.ga.gov.
Many corporations will be subject to unemployment tax requirements of the “Georgia Employment Security Law.” Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or http://www.dol.state.ga.us.
Nonprofit corporations that will be soliciting or accepting contributions in Georgia should contact the Charitable Organizations section of the Office of Secretary of State at (478) 207-2440 or 237 Coliseum Drive, Macon, GA 31217 to determine if additional registration is required by law.