Forming a Corporation in Georgia is Easy
Forming a corporation in Georgia is a simple process that is achieved by filing the Articles of Incorporation with the Secretary of State. In the guide below, we will show you step-by-step how to start a corporation in Georgia.
Step 1: Create a Name For Your Georgia Corporation
When naming your Georgia Corporation, you will need to:
- Follow Georgia Name Requirements
- Complete a Name Search With the Georgia Secretary of State
- Consider Securing a Domain Name (URL)
To learn more, read our How to Name a Business in Georgia guide.
First, you will need to choose a name that complies with Georgia Secretary of State naming guidelines:
- Your name must contain one of the following words or abbreviations: corporation, incorporated, company, limited, corp., inc., co., ltd., or words or abbreviations of like meaning in another language.
- Your name must be distinguishable from all other entities on file with the Georgia Secretary of State.
- Your name cannot contain language implying that the corporation is organized for an unlawful purpose or one not stated in its articles of incorporation; it also cannot include anything the Secretary of State determines is obscene.
- Your name cannot exceed 80 characters.
- You need approval from the Georgia Office of Insurance and Safety Fire Commissioner to use the following words: insurance, assurance, surety, fidelity, reinsurance, reassurance, or indemnity.
- You need approval from the Georgia Department of Banking and Finance to use the following words: bank, banc, banque, banker, banking company, banking house, bancorp, bankruptcy, credit union, savings & loan, trust, or trust company.
- You need approval from the Georgia Nonpublic Postsecondary Education Commission to use the words “college” or “university.”
Name Search With the Georgia Secretary of State
You will need to check name availability by searching the business name database on the Georgia Secretary of State’s website.
This tool is also useful if you decide to register a trade name or DBA (Doing Business As) for your company. For detailed information about setting up a DBA for your Georgia corporation, check out our How to File a DBA in Georgia guide.
If you have a name in mind, but you aren’t ready to officially form your corporation, you can reserve your name. Your business name can be reserved for 30 days by filing a Name Reservation form with the Georgia Secretary of State.
The Georgia Name Reservation form can be filed online on the Georgia Secretary of State's website, or you can file the form by mail. There is a $25 fee to file your Georgia Name Reservation plus an additional $10 fee if filing a paper application.
Secure Domain Name
We recommend checking to see if your business name is available as a web domain (URL). Even if you don't plan to make a business website today, you may want to buy the web address in order to prevent others from acquiring it. It’s free to search.
Step 2: Choose a Georgia Registered Agent
When you file your Georgia Articles of Incorporation, you will be asked to give the name of your Georgia registered agent.
A registered agent is a person or entity that accepts tax and legal documents on behalf of an LLC or corporation. Your registered agent can be an individual resident of the state or a company that’s legally authorized to represent businesses in Georgia.
To learn more about registered agents, read our What is a Registered Agent guide.
Step 3: Choose Your Georgia Corporation’s Initial Directors
You must appoint at least one director who, among other things, will oversee your Georgia corporation until the first shareholder meeting.
The directors of a corporation are in charge of the adoption, amendment, and repeal of the operational bylaws as well as the supervision, election, and removal of officers.
Later you will need to prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your corporate records book.
Step 4: File the Georgia Articles of Incorporation
Now that you have chosen a registered agent and at least one director, it’s time to make your corporation official by filing Articles of Incorporation with the Georgia Secretary of State. Georgia does NOT provide a fillable form for the Articles of Incorporation; you will have to draft them yourself.
The Articles of Incorporation will disclose some basics of your business for the public record, including:
- Corporate name
- Corporate registered agent name and street address
- Number of authorized shares corporation is allowed to issue
- Incorporators' names and addresses
Filing Fee: $100 for filing online and $110 for filing by mail or in-person.
Submit the completed Articles of Incorporation, along with the filing fee, using one of three options:
Mail or In-Person Delivery:
Office of Secretary of State
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
NOTE: When filing by mail, you must also submit a Transmittal Information Form.
Step 5: File a Notice of Incorporation
All corporations must publish a notice of intent to incorporate in a newspaper of record in the county where the initial registered office of the corporation is to be located. The notice of intent to incorporate, along with a $40 fee, should be sent to the newspaper no later than the next business day after filing the Articles of Incorporation with the Secretary of State.
Georgia Corporation Operating Procedures and Housekeeping
Set Up a Corporate Records Book
Think of this as the hard-copy record book where all critical corporate documents are kept, like your Georgia Articles of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.
You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.
Prepare Bylaws for Your Georgia Corporation
Bylaws are the rules that determine how your organization will be governed and run.
You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.
In your bylaws, be sure to include:
- How the corporation will be governed – the role of directors and officers
- How meetings are held, voting procedures, electing officers or directors
- How records will be kept and managed
- How disputes will be handled
- How bylaws will be added/amended in the future
NOTE: A corporation’s bylaws will supplement any rules set forth by the federal government or the state.
Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your incorporated business.
Conduct Your First Board of Directors Meeting
An organizational meeting is the first official meeting of your corporation.
These are some of the things that are discussed in a typical organizational meeting:
- Taking attendance to show you have a quorum (minimum number needed)
- Appointing temporary officers, chairmen, secretary, etc.
- Adoption of the bylaws
- Adoption of conflict of interest policy
Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.
Protect Your Assets and Stay Compliant
Get an EIN
The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.
Why do I need an EIN? An EIN is required for the following:
- To open a business bank account for the company
- For Federal and State tax purposes
- To hire employees for the company
To learn more about EINs, read our What is an EIN guide.
Open a Bank Account For Your Georgia Corporation
There are two critical reasons to open a unique corporate bank account.
The first is that separating your personal assets from your business assets adds another layer of protection in the event that your business is sued.
The second is that syncing a single account with business accounting software will make managing your finances much easier.
To begin your research, check out the breakdown of our favorite business checking accounts.
You can get $200 when you open a Chase business checking account with qualifying activities. Learn more.
Research Business License Requirements
To operate your corporation, you must comply with federal, state, and local government regulations. The details of business licenses and permits vary from state to state, so make sure to research carefully and plan accordingly.
Find out how to obtain necessary licenses and permits for your business or have a professional business licensing service do it for you:
What is an S Corporation?
An S corporation (S corp) is an incorporated business that is taxed as a pass-through entity. This means that S corps do not pay federal taxes on their business income. Instead, the business profits "pass-through" to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.
In order to elect an S corporation status for tax purposes, corporations will need to file form 2553 Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.
To learn more, read our What is an S corporation guide.