LLCs in Georgia are affordable and easy to form. As with other states, the State of Georgia has some unique LLC requirements.
Interested parties must register with the Secretary of State by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required of LLCs in Georgia are:
Registration. File your Articles of Organization with the Secretary of State, along with Data Transmittal Form 231. Since there are no available forms for Articles of Organization, you must create your own on white, 8.5-by-11-inch paper, following a template found in the filing procedures manual. The documents need not be notarized and should be submitted to the Corporate Division of the Secretary of State. The Articles of Organization document needs to include the following information:
- LLC name
- Type of management
- Execution date, if different than the date filed
- An LLC member or manager’s name, signature and title expressing his or her signing capacity
These documents are usually processed between five to seven business days but may sometimes take as long as 14 business days. A Certificate of Organization will be mailed to the applicant upon processing of the documents.
Forms and fees. LLC registrants are required to file Articles of Organization with the Secretary of State Corporate Division, along with Data Transmittal Form 231. All submissions must include the filing fee, which is about $100 and can be paid by check, money order or credit card.
Timeline. Processing time is usually between two to 14 business days.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to make sure that your LLC name will be approved is to make sure that it is distinguishable from other LLCs and includes specific words required of LLCs. You may opt to have a preferred name checked for availability before filing your LLC formation documents with the Secretary of State.
Formation requirements. To form an LLC, a registrant must first file Articles of Organization with the Secretary of State, along with Data Transmittal Form 231. All submissions must be accompanied by the appropriate filing fee and may be done online or by mail.
Next, an LLC with more than one member is also strongly advised to have a limited liability operating agreement among its members. This operating agreement contains the terms entered into by the members of the LLC and governs such critical items as the roles of each member, voting rights, who manages the LLC, how members are admitted or removed, dissolution of the LLC and procedures for amending the LLC operating agreement itself.
Starting an LLC in Georgia
Before deciding to form an LLC in Georgia, you must understand what an LLC is and if it is a viable business structure for your company. To begin, an LLC is a business structure that has flexible organization, is privy to tax efficiencies and provides limited liability for its members. Members may include individuals, corporations, other LLCs and foreign entities. One benefit of an LLC is that there is no maximum number of members. An LLC is also known as a ”hybrid” business structure in the sense that it brings together elements of a corporation and limited liability partnerships.
Here are some tips to help you put together what you need to begin the registration process with the Secretary of State:
1. Decide on a name for your business. You can choose any name as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., LLC, L.L.C. or Ltd. Co.
A name may be reserved for up to 30 days for a fee of about $25. This may be done online or by written request. A request must include the name to be reserved and the name, address and contact number of the applicant.
A preferred name may be checked for availability by accessing the Secretary of State’s website.
2. Assign an agent for service of process (also referred to as the resident agent). Registered agents are individuals or corporations authorized to do business in the state and that have permanent addresses in Georgia. Registered agents accept legal documents on behalf of the LLC and make sure its members are notified.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. Create an operating agreement. Although a Georgia LLC is not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Georgia recognizes limited liability company operating agreements as governing documents.
5. Register with the Department of Revenue. As per Georgia state laws, LLC members are required to file individual income tax returns with the Georgia Department of Revenue. All LLCs are also required to register with the Department of Revenue, which may be done online. Registration requires an SSN or EIN, the LLC business address, the commencement dates for accounts and contact information for business officers. You must file the state tax registration application form CRF-002. All LLCs that opt to be treated as corporations are subject to net worth tax for income tax purposes.
6. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual registrations. Annual registrations are filed every year with the Secretary of State. There is a filing fee of approximately $50. Initial registrations are done between January 1 and April 1 of the year following that in which the LLC was formed. This process is done online.
Other continuing legal obligations may include, but are not limited to, state taxes, annual reports and so on.
Filing an LLC and Fees
Following are the forms and fees that are required when starting an LLC in Georgia:
1. Forms. First, you need to complete and submit Articles of Organization and Data Transmittal Form 231 to the Secretary of State, with the appropriate fees.
2. Fees. The filing fee for Articles of Organization is approximately $100. This may be paid by credit card, debit card, check or money order.
3. Limited liability company operating agreement. Although the LLC operating agreement may not be submitted to the Secretary of State, it is a good idea to have one in place for LLCs with more than one member. This should be kept on file at the registered office of the LLC.
4. Taxes. LLCs in Georgia are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, the tax responsibilities are as follows:
a) An LLC treated as a limited liability partnership. These LLCs are required to file Form 1065, U.S. Return of Partnership Income, and to show equal distribution of profits, losses and credit on a Schedule K-1 with the IRS.
b) An LLC treated as a C corporation for federal tax purposes. These LLCs are required to file Form 8832, Entity Classification Election, and must opt to be taxed as a corporation. Next, they must file Form 1120, U.S. Corporation Income Tax Return, with the IRS.
c) An LLC treated as an S corporation. These LLCs are required to file Form 1120S, U.S. Corporation Income Tax Return, accompanied by a report from each owner expressing the equal distribution of profits, losses and credit with the IRS.
d) An LLC treated as a sole proprietorship. These LLCs must report all business income and expenses via the sole proprietor’s personal income tax returns, Schedule C (Form 1040), Profit or Loss from Business, with the IRS.
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