How to Register a Corporation in Georgia?

Georgia Corporation

Entrepreneurs choose to form a corporation in Georgia due to several factors right from a growing economy to tax credits and business incentives. Georgia has a strong transportation and logistics infrastructure and Foreign-Trade Zone (FTZ) that helps small business owners from diverse industries to unlock the opportunity to increase supply chain efficiency. The peach state is home to several top corporations including The Home Depot, Inc., RaceTrac Petroleum, Inc., Aaron’s Inc., Turner Broadcasting System, Inc., and Hooters of America Inc. among others. You can register a Georgia Corporation online to become a part of this vibrant and stable economy.

What is a Georgia Corporation?

A corporation also known as the traditional C Corporation and is a legal structure or entity where the owners or the shareholders are taxed separately from the business itself. It is one of the popular forms of business and when you form a corporation in Georgia, you will have the same rights as individuals have like entering into a contract, lending or borrowing money, hiring employees, and owning assets among others. You can register a Georgia Corporation online or offline with the office of the Secretary of State. The various types of a corporation that you can form in the state are:

• Business Corporations
• Foreign Corporations
• Nonprofit Corporations
• Secretary of State Corporations
• Professional Corporations
• S Corporation
• Close Corporations
• Benefit Corporations

What are the benefits of incorporating in Georgia?

There are several advantages that entrepreneurs can leverage when they register a corporation in Georgia. A C Corporation is different from other forms of businesses in terms of legal structure and its advantages also differ from that of other structures. Some of the benefits of incorporating in Georgia are:

• Limited liability protection – When you incorporate in Georgia, one of the salient aspects that you will benefit from as an owner is limited liability protection. Since a corporation is a separate legal entity, hence its debts, liabilities, and obligations, are separate from the owners. Thus, the owner will not be responsible personally for business liabilities and debts.
• Perpetual existence – One of the top benefits of incorporating in Georgia is that the corporation enjoys perpetual existence. This simply means that a corporation can exist separately from its owners or shareholders. In comparison, if the owner in a sole proprietorship has a disabling illness or passes, then such a business will cease to exist but this is not the case with a corporation as it will continue to exist.
• Transfer of ownership – When you form a corporation in Georgia, one of the benefits is that the ownership of the company will be easily transferable through the sale of a share of the corporate stock. The selling of corporate stock will transfer the economic and management rights.

Starting a Georgia Corporation

Georgia is gradually becoming a popular destination for technology affiliated startups and is considered one of the vibrant ecosystems for innovation and investments. So, if you are wondering how to form a corporation in Georgia then you need to ensure proper business mapping prior to launch. The following processes will help you to fulfill all the requirements for starting a new business in the state.

1. Name Georgia Corporation

In order to register a corporation in Georgia, you will need to have a business name. Naming a new business or startup is considered one of the toughest brainstorming processes but it is also the most important. You can use name generator tools or simply ideate based on the products or services you are planning to launch. There are certain naming guidelines of the state that you will need to follow and they are:

• The chosen name should contain “corporation”, “incorporated”, “company”, and “limited”, or the abbreviation like “corp.”, “inc.”, “co.”, or “ltd.”, pursuant to GA Code § 14-2-401 (2020).
• The business name should be distinguishable from the names of any other business entity that exists in the records of the Secretary of State including nonprofit corporations, limited partnerships, professional associations, and fictitious names of a foreign corporation among others.
• The chosen name should not exceed 80 characters and this includes spaces and punctuation.

2. Appoint Georgia registered agent

If you are wondering how to form a corporation in Georgia then it is important to note that there is a new business formation process that you are required to undergo. This process involves the filing of incorporation documents and name reservation while maintaining compliance with all state laws. The process may seem complex and involve extensive documentation and this is where a reputable Georgia registered agent like IncParadise can assist you.

3. Choose Georgia Corporation’s initial directors

A corporation’s initial directors are the first directors that are named in the articles of incorporation or have been elected during an organizational meeting. The initial directors are important requirements if you want to incorporate in Georgia. These directors have to serve until the shareholders of the company hold the first meeting to elect successors. The corporation’s initial directors may consist of one or more members although the numbers can be changed using the by-laws of a corporation.

4. File Georgia Articles of incorporation

Once you have planned to incorporate in Georgia, you have to ensure all state requirements are fulfilled where documentation is concerned. You will be required to prepare and submit the Articles of Incorporation pursuant to GA Code § 14-2-202 (2020). You can register a Georgia Corporation online or the articles can be hand-delivered or mailed to the Corporations Division. If you are planning to submit the articles in-person or by hand then it has to be submitted to the Corporations Division.

Are you thinking of starting a Georgia Corporation?

5. File notice of incorporation

If you are planning to form a corporation in Georgia then one of the important requirements is to file a notice of incorporation. This is also known as Publication of Notice of Intent to File Articles of Incorporation. It involves delivering an undertaking to the Secretary of State that the said corporation will publish a notice of the filing of the articles of incorporation pursuant to GA Code § 14-2-201.1 (2020). The notice has to be published in one of the top newspapers in the county or city where the business is based. This notice has to be published at least once a week for two consecutive weeks.

6. Prepare bylaws for Georgia Corporation

When you form a corporation in Georgia, one of the important areas to focus on is the preparation of the corporation’s bylaws. The bylaws have to be adopted by the board of directors or incorporators of the said corporation pursuant to GA Code § 14-2-206 (2020). The bylaws are considered to be the governing rules on the basis of which a corporation will operate. If you have been thinking about how to form a corporation in Georgia then you need to start by preparing bylaws. Bylaws are different from the Articles of Incorporation and are not submitted to the office of the Secretary of State.

7. Get an EIN

If you are planning to register a Georgia Corporation online or offline then there are certain requirements that you need to fulfill to make the business operational. One such requirement is that of applying for and obtaining an Employer Identification Number (EIN). This is a unique 9 digit number that is assigned by the Internal Revenue Service (IRS) to business corporations. It is also known as the Federal Employer Identification Number (FEIN) and helps file corporate or business taxes in the state.

8. Hold an organizational meeting

One of the steps toward forming a corporation in Georgia is to hold an organizational meeting. This is a key event and it is a form of initial meeting undertaken by the incorporators and the elected board (initial) of directors. The primary objective of the organizational meeting is to execute tasks integral to the functioning of the corporation like:

• Drafting articles of incorporation to form a corporation in Georgia
• Distribution of initial shares
• Election of officers
• Drafting as well as approving the corporate bylaws
• Voting towards accepting the corporate seal
• Voting towards accepting the stock certificates

9. Open a bank account for Georgia Corporation

If you are planning to register a corporation in Georgia then opening a business bank account is highly recommended. A business banking account is also known as a checking account is crucial for keeping your personal and business expenses as well as income separate. This helps in ensuring clean record-keeping and proper filing of taxes. One of the benefits of incorporating in Georgia is that there are several top banks where you can open an account including Wells Fargo and JPMorgan Chase.

10. File Georgia reports and taxes

Once you form a corporation in Georgia you may be required to pay taxes annually in the state. According to the 2020 Georgia Code, Title 48 – Revenue and Taxation, Chapter 7 – Income Taxes, § 48-7-21, a domestic as well as foreign corporation conducting business in the state has to pay income taxes annually equivalent to 5.75 percent of the Georgia taxable net income of the said corporation. This tax is also known as the corporate income tax. If you register a Georgia Corporation online or offline, your company may also be required to pay a net worth tax. This tax is based on the net worth of the company although corporations with a net worth lower than $100,000 are not required to file this tax.

Know more about starting a Georgia Corporation

There are several queries that you may have especially when you are planning to register a corporation in Georgia. There are different types of corporations you can form in the state and the incorporation process along with the Georgia Corporation filing fees can be different for each type of entity. Hence, we have created a special section of “Frequently Asked Questions” for addressing some of the queries that you may have as a new business owner.

How do I form a “C” corporation, an “S” corporation, or a “501(c)(3)” corporation in Georgia?

There are different types of corporations that you can form in Georgia like the traditional C Corporation, S Corporation and the 501(c)(3) corporation also known as a non-profit organization.

• C Corporation – If you incorporate in Georgia as a C Corporation then you will be required to file the Articles of Incorporation with the office of the Secretary of State along with a fee of $100 (online filing) and $110 (by mail or hand delivered) pursuant to GA Code § 14-2-202 (2020).
• S Corporation – Once you register a corporation in Georgia, you can choose to operate it as an S Corporation. An S Corp is a tax election and hence has to be filed with the IRS. Once you register a Georgia Corporation online, you can download Form 2553 (Election by a Small Business Corporation) and submit it to the Department of the Treasury, Internal Revenue Service. Once you receive S Corporation status, you may need to file the Form 600 S-CA, which is a consent agreement by nonresident shareholders of the said S Corporation.
• 501(c)(3) corporation – A 501(c)(3) corporation is also known as a nonprofit company and is mostly formed to serve specific purposes like charitable, religious, literary, scientific, or educational. In order to form such a company in Georgia, you will need to file Articles of Incorporation with a Georgia corporation filing fees of $100 pursuant to GA Code § 14-3-202 (2020). You will also be required to submit a Transmittal Form.

How much does it cost to start a corporation in Georgia?

If you want to form a corporation in Georgia then the starting costs will depend on the type of domestic or foreign corporation. There are primarily three initial starting costs for a corporation and they are:

• Business Name – This denotes the cost of name reservation
• Cost of Incorporation – This includes Georgia Corporation filing fees for the Articles of Incorporation and publishing a notice of incorporation.
• Business Licenses – The third cost is a variable cost depending on the type and number of business licenses and permits required to operate in Georgia

How do I know if my Georgia Corporation name is available?

In order to register a Georgia Corporation online, you will need to reserve your chosen business name. You may have chosen a name for your company and this name might not be unique, i.e., someone already has reserved the name with the office of the Secretary of State. Hence, it is better to always check in advance for name availability by using Georgia Corporations Divisions Business Search. This is a detailed database that has information pertaining to any entity registered with the state.

Does a Georgia corporation need a business license?

Yes. If you are planning to incorporate in Georgia and want to operate or transact in the state then you will require proper licenses and permits. You may have to apply for county or city licenses also known as business tax certificates. You may also be required to obtain a certificate of occupancy from the city or county zoning departments along with licenses or permits for regulated occupations and industries. You can subscribe to our Business License Research Report service, which provides detailed information on different aspects of licensing in the state.

What is a Corporate Director?

A Corporate director is an individual who is also a member of the said corporation’s board of directors. A corporate director has to be appointed or elected member and assists with the management of a corporation. A corporate director cannot make business decisions by himself/herself and instead has to work with the entire team of board of directors. A corporate director along with other board members can make decisions on behalf of the said corporation regarding corporate policy, employee retirement, executive compensation, mergers, dissolutions, issuance of new shares, and asset sales among others.

What should Corporation bylaws include?

When you form a corporation in Georgia, you will also need to create corporate bylaws. Although, you are not required to submit the bylaws with the Secretary of State, having one can be quite beneficial. A corporate bylaw can provide a roadmap for business operations and also provide legitimacy to the company. Different companies create their bylaws according to their requirements but some components that remain the same. Whether you register a Georgia Corporation online or offline, the information to include in the bylaws are:

• Statement of Purpose
• Rights and responsibilities of members
• Board of Directors
• Corporate Meetings
• Committees
• Issuing stock to shareholders
• Officers like President, CEO, etc
• Conflict of Interest
• Indemnification
• Policy for Amendment

How can I register a foreign Corporation in Georgia?

If you already have an existing business in any state other than Georgia and want to move your business or expand in this state then you need to apply for foreign qualification. This is a process by which you can incorporate in Georgia as a foreign corporation. You will be required to file a Certificate of Authority with the Secretary of State pursuant to GA Code § 14-2-1503 (2020). Whether you register a Georgia Corporation online or through mail, you will need to submit a certificate of existence or certificate of good standing along with the authority to transact business in the state. The certificate of existence will be issued by your home state or the state in which the said entity was initially incorporated.

How many authorized shares should my corporation list?

One of the benefits of incorporating in Georgia is that you can issue stock. A share of stock is considered to be a percentage of ownership with regard to the said corporation. If a corporation was to issue two shares of stock and each shareholder will have 50% ownership rights in the company. Since the state of Georgia has no restrictions on the number of shares that a corporation can issue; you can issue anywhere between 100 shares to 15 million depending on preference.

How do I dissolve a corporation in Georgia?

Once you register a Georgia Corporation online, the said company will be in existence unless you end its existence officially. The dissolution process of a corporation is governed by 2020 Georgia Code, Title 14 – Corporations, Partnerships, and Associations; Chapter 2 – Business Corporations, Article 14 – Dissolution. There are three categories of dissolution and they are:

• Voluntary Dissolution
• Administrative Dissolution
• Judicial Dissolution

Ready to Start a Georgia Corporation?

There are different types of business structures you can form although the benefits of incorporating in Georgia are much more as compared to some of the other types of entities. If you are thinking of registering a domestic or foreign entity in the state then IncParadise can assist you with the process of incorporation.

IncParadise is one of the top Georgia registered agents and we have helped with more than 10,000 new business formations. We also offer a wide variety of additional services like foreign qualification, EIN assistance, and certificate of good standing in Georgia among others.