Form a Georgia Corporation
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Incorporating in Georgia
Incorporating in Georgia can be vital to businesses based of Georgia. At LawInc, we prepare your Georgia corporation Certificate of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Georgia corporation Tax ID number and file your S corporation election with the IRS.
Georgia Incorporation Information
The following Georgia incorporation information will likely be helpful when deciding to incorporate in Georgia.
Georgia Corporation Name
The first step in forming an Georgia corporation is selecting the business name. Georgia corporation names:
- The name must contain the word "corporation," "company," "incorporated," "limited" or an abbreviation of one of these terms.
- Cannot be deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the Secretary of State.
An available Georgia corporation name may be reserved for a 30-day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Georgia LLC, prior to filing.
Georgia Corporation Formation
Georgia Filing Procedure: To incorporate in Georgia, you must file a Georgia Articles of Incorporation with the Georgia Secretary of State.
The Georgia Articles of incorporation should include:
- Corporation name.
- Number of shares to be issued.
- Registered agent address.
- Name and address of the incorporator.
- Corporation's initial principal mailing address.
Georgia Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
Georgia Corporate Directors: The Georgia corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Certificate of Formation or bylaws. A director must be a natural person who is at least 18 years of age. There are no residency requirements for directors. Director names and addresses need not be listed in the Georgia Articles of Incorporation.
Georgia Incorporator: Minimum number of Georgia incorporators is 1 and there is no requirement that the organizer be an Georgia resident.
Georgia Corporation Purpose: According to Georgia Statutes, all corporations are authorized to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Georgia Business Corporation Code unless limited by the Articles of Incorporation.
Georgia Registered Agent: An Georgia corporation must maintain a registered agent and office to receive service of process in Georgia. The Georgia registered agent should be available, at an Georgia physical address, during normal business hours to accept important legal and tax documents on behalf of the Georgia corporation. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Georgia or (2) an individual resident of the state. A Georgia corporation may not act as its own agent.
Georgia Professional Corporation: Pursuant to Georgia law, certain professionals may form professional corporations. Professionals that may form professional corporations include: dentists, physicians, architects, engineers and land surveyors.
Georgia Corporation Post-Filing Requirements
Georgia Publication: No later than the next business day after filing Articles of Incorporation with the Secretary of State, all Georgia corporations are required to publish a notice of intent to incorporate in the newspaper which is the official legal organ of the county where the initial corporation registered office is to be located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation.
The notice should be in the following format:
NOTICE OF INCORPORATION
Please publish once a week for two consecutive weeks a notice in the following form: Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).
Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Georgia Annual Registration: An Initial Annual Registration, that lists three principal officers with the Secretary of State, is due within 90 days of incorporation. The registration form should be filed online at georgiacorporations.org. For corporations formed between October 2 and December 31, the initial form must be filed between January 1 and April 1 of the ensuing year. Any changes to the corporate address and/or officers throughout the year can be made by filing another registration form and paying the $30 filing fee. Failure to file an annual registration will result in administrative dissolution. To reinstate an administratively dissolved, corporation, there is a $100 fee, plus past due registration fees. The report must reflect:
- Corporation name.
- Corporation street address and registered agent.
- Corporation principal office mailing address; and
- Names and addresses of the corporation's chief executive officer, chief financial officer and secretary, or individuals holding similar positions.
Georgia Net-Worth/Income Tax Returns: Georgia corporations must file Georgia Corporation Net-Worth/Income Tax Returns (Form 600) with Georgia Department of Revenue by 15th day of 3rd month after incorporation.
Georgia Business License: In the State of Georgia, business licenses can be obtained from the county and/or city in which the primary business is located. It is best to contact your local business licensing authority for further information. To find out who regulates business licenses in your county, you may contact your local chamber of commerce office. To obtain the number for your local chamber office you may contact the Georgia Chamber of Commerce at 404-223-2264 or by visiting their website at: www.gachamber.com.
Georgia Corporate Minutes: Georgia corporations are required to hold and document annual shareholder and director meetings.
Georgia Corporation Taxes
Georgia Corporation Taxes: For information on Georgia taxes, visit: http:/www.gatax.org.
Georgia C Corporation: All Georgia corporations formed by default are "C" corporations. A Georgia C corporation is a Georgia corporation that has not made an election to be an "S" corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Georgia C corporations are taxed at two levels ("double taxation"). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Georgia C corporations offer many planning and benefit opportunities.
Georgia S Corporation: A Georgia S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a "pass-through entity." This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Georgia S corporations are not subject to the double taxation C corporations encounter.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Georgia corporations should obtain an EIN.
Georgia Corporation Dissolution
State of Georgia: In order to dissolve an Georgia corporation, you must file a Notice of Intent to Dissolve and Articles of Dissolution with the Georgia Secretary of State. This notice is required to include the name of the corporation, the date that dissolution authorization occurred, a statement indicating that the manner dissolution approval is compliant with applicable state law, and assurance that, as required by law, notice of dissolution will be published. The Articles of Dissolution may be filed after the Notice of Intent to Dissolved has been filed and once sufficient provisions are made for paying all outstanding corporate debts, obligations and liabilities. The corporation name, date the, Intent to Dissolve was filed, statements that provisions have been made for paying corporate obligations and distributing assets to shareholders, and provisions for satisfying any judgments or pending legal actions, must be included on the document. For additional information, visit: http:/sos.georgia.gov/corporations/filing_procedures.htm
Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.