Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in Georgia with LegalZoom, we not only file your articles of incorporation with the Georgia Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Georgia corporation.
Georgia Incorporation Information
Incorporating in Georgia
Choosing a business name is one of the first steps of forming your Georgia corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Georgia business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain anything which would be considered obscene in the reasonable judgment of the Secretary of State
- May not state or imply that the corporation is organized for a purpose other than that stated in its articles of incorporation
- Must not exceed 80 characters, including spaces and punctuation.
In addition, the name must contain one of (or an abbreviation of) the following endings:
When incorporating in Georgia, articles of incorporation must be filed with the Georgia Secretary of State. Georgia law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One.
- Eligibility Requirements: None.
- Duties: Delivering articles of incorporation to the Secretary of State for filing.
Georgia allows a corporation to be formed for any lawful business activity No statement as to the corporate purpose is required to be listed in the articles.
- Minimum Number of Directors: one.
- Eligibility Requirements: Directors shall be natural persons who are 18 years of age or older but need not be residents of Georgia nor shareholders of the corporation unless the articles of incorporation so require. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- The names of directors are not required to be listed in the articles.
Other Required Listing Information:
- The number of shares the corporation is authorized to issue must be listed in the Articles.
- The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office
- The mailing address of the initial principal office of the corporation, if different from the initial registered office
Georgia also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
- The names and addresses of initial directors;
- The corporate purpose;
- Provisions regulating the powers of the corporation, its board of directors, and shareholders;
- A par value for authorized shares or classes of shares; and
- Shareholder personal liability for corporate debts in certain situations;
- Limitation of director liability to the corporation or its shareholders in certain situations
Georgia law requires a notice of the filing of the articles of incorporation to be published in the newspaper that serves as the official "county organ."
Bylaws govern a Georgia corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders
Officers may be appointed by the board of directors. One officer has the responsibility of preparing minutes of director and shareholder meetings and for authenticating corporate records. Any two or more officers may be held by the same person.
Every Georgia corporation must have a registered agent in Georgia -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
- Eligibility Requirements - The registered agent must be either: (1) an individual who resides in Georgia whose business office is identical with such registered office or (2) a corporation having a business office identical with the registered office.
Under Georgia law, a professional corporation is formed in order to render services within a single, state-licensed profession. In some cases, the overlap of a few particular professions may be considered to be the practice of a single profession.
Professional corporations may generally only engage in a single service, as opposed to any other business, and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Georgia Secretary of State every year between January 1 and April 1, or on another date that the Secretary of State may specify. The first report must be filed within this period in the year following the calendar year of incorporation. This report must indicate:
Income Tax Rate:
- The corporation's name and the state or country of incorporation;
- The street address and county of its registered office and the name of its registered agent at that office in this state;
- The mailing address of its principal office; and
- The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.
For information on the Georgia state income tax rate, visit: http://www.gatax.org/
S corporation status is recognized by the Georgia Secretary of State.