Incorporation is quite straightforward in the State of Georgia. In this article, you will learn everything you need to know about the process. SunDoc Filings is a filing company. We specialize in incorporation in Georgia and in all 50 states. We would be happy to handle some or all of the paperwork you require for this process.

You do not need to have a lawyer in order to incorporate your business in Georgia. Still, it may be wise to have professional consultation on related matters of the process. Remember that nothing in this article should be construed as tax, accounting, or legal advice. Always talk to a licensed professional to obtain advice specified to your particular situation.

Overview

In order to incorporate your business in Georgia, you’ll need to file Articles of Incorporation with the Georgia Secretary of State. One of the first steps will be finding a company name that’s available. You also must know which type of corporation your new corporation will be, your new corporate address, and who you’re registered agent will be. Finally, know the number of shares you’ll authorize the corporation to issue. You’ll often need to know the number of shareholders you’ll have as well. This will depend on which corporation type you choose.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

You’ll need to file your Annual Report after the formation of your new corporation. In this document, you’ll want to know and list the directors and officers of your corporation. Seek help with your tax attorney if you require advice on Georgia taxation laws. 

Incorporating

When incorporating in the state of Georgia, you have several choices about the type of corporation you’d like to create. For an unlimited potential number of shareholders, choose the most common corporation type, which is a General Stock Corporation. If you’d want to set a limit on the number of shareholders in your Articles of Incorporation, consider a Close Corporation. This puts the maximum number of shareholders at 35. Finally, certain professionals may choose to create a Professional Corporation, mandated by the state of Georgia.

Many forms will be required when incorporating your business in Georgia. All forms necessary can be obtained online through the State of Georgia. If you decide to, however, you may also choose to create your own forms by having an attorney create them from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations must have three officers: president, secretary, treasurer. You also need to have at least three directors, generally speaking. There are some exceptions, however: In the event that zero shares have been issued and/or in the event that there are less than three shareholders total. The number and limit of directors will generally be out outlined in your bylaws (unless these items are stipulated in the articles of incorporation).

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Georgia law. Minutes must be kept of meetings.

You will need a place to store your company documents, stock papers, meeting minutes, and bylaws. This is your Corporate Records Book. Generally speaking, your corporate kit will be customized to the state of Georgia and will be a place to compile all of the documents that help you run your corporation. If you wish, SunDoc can supply you with one. For more information, go to our Georgia Corporate Kit page.

Registered Agent

Every Georgia corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Georgia according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

You can run your own name searches with the State of Georgia, or SunDoc can perform a name availability check or reserve your name for you. We recommend spending time and effort on creating your corporation name.

EIN

You can file form SS4 to apply for an EIN with the Internal Revenue Service (IRS). On the other hand, if you prefer, SunDoc Filings can also file on your behalf. Just go to our EIN page for additional information.

Next Steps

Consider referring to our C Corporation vs. S Corporation  for general differences between the two corporate tax structures. 

For immediate assistance with a live person on the other end, please feel free to call us toll-free at 1-888-595-2747 during business hours.