Form a Georgia LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Georgia LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Georgia Secretary of State. We also conduct a name search for your Georgia LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Georgia LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Georgia Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or "limited company" (it being permitted to abbreviate the word "limited" as "ltd." and the word "company" as "co.") or the abbreviation "L.L.C.", "LLC", "L.C." or "LC"
Must be distinguishable (not the same as or deceptively similar to) from the name of any Georgia domestic or foreign corporation, LLC, or limited partnership having a certificate of authority to transact business in this state or any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Georgia Secretary of State; or any name reserved or registered under this title
Must not contain in any instance exceed 80 characters, including spaces and punctuation
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Georgia Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Georgia LLC formation, articles of organization must be filed with the Corporations Division of the Secretary of State. State law requires that certain information be included in the articles of organization of your Georgia LLC formation. This information must include:
The company name
The name and address of each organizer
The street address of the LLC's registered office
The name of the LLC's registered agent at that office
The street address of the principal place of business
Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
The articles may set forth whether the manager will be vested in one or more managers.
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with state requirements. The document must be executed by (1) an organizer, if the LLC has not yet been formed, (2) a manager, or (3) if none have been selected then a member or (4) a fiduciary, if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Georgia LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any natural person or entity may form a LLC. The natural person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more natural persons or business entities.
Eligibility: An organizer may be an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the LLC. After the formation of a LLC, a person is admitted as a member directly from the LLC and a person to be admitted as a member of the LLC without acquiring a membership interest in the LLC, at the time provided in and upon compliance with the articles or operating agreement or, if the articles or operating agreement do not so provide, upon the consent of all members and the person's admission being reflected in the records of the LLC.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company. The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company
Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company.
Contribution: The contributions of a member to the limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services.
Registered Agent In Georgia
LegalZoom can also provide your business with a Registered Agent in Georgia. Every Georgia LLC must have a registered agent in Georgia -- the person or office designated to receive official state correspondence and notice if the company is "served"with a lawsuit.
Eligibility Requirements: The registered agent in Georgia may be: (1) individual resident of this state, (2) a corporation, or (3) a foreign corporation having a certificate of authority to transact business in this state.
Registered Office: The registered office may be a place of its business in Georgia
Georgia Secretary of State
Once a Georgia LLC has been created, the Georgia Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Georgia Secretary of State office.
Annual Report: Each limited liability company shall file with the Georgia Secretary of State the following annual report that lists:
The LLC name and the jurisdiction under whose law it is organized
The street address and county of its registered office
The name of its registered agent at that office in this state
The mailing address of its principal place of business
Any additional information that is necessary for the Secretary of State
Records:Each limited liability company shall keep following records open to inspection at its office:
A current list of the name and last known address of each member and manager
Copies of records that would enable a member to determine the relative voting rights, if any, of the members
A copy of the articles of organization, together with any amendments thereto
Copies of the LLC's federal, state, and local income tax returns, if any, for the three most recent years
A copy of any operating agreement that is in writing, together with any amendments thereto
Copies of financial statements, if any, of the limited liability company for the three most recent years
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
An event specified or on the happening of an event specified in the articles or operating agreement
At a time specified in the articles or operating agreement
At a time approved by all of the members
At the time a member dissociates unless, within 90 days, all other members consent in writing, or as provided in the operating agreement, to continue the business, unless otherwise provided in the operating agreement
Entry of a judicial decree
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation; instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Georgia is variable, based on Georgia taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the probate judge of the Georgia county in which the LLC was organized, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the Georgia Secretary of State, covering all charges for the State Secretary.