Starting a Corporation in Georgia | What You Need to Know

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
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Start a Corporation in Georgia

In Georgia, starting a corporation can benefit entrepreneurs looking to establish a separate legal entity for their business. Incorporating your business provides liability protection for its owners and offers potential tax benefits and a professional image. This comprehensive guide will walk you through Starting a Corporation in Georgia, from choosing a corporate name to fulfilling ongoing compliance requirements. Some people consider starting a corporation since it has advantages and benefits rather than Starting an LLC in Georgia.

Webinarcare Editorial Team will help you gain knowledge in starting a corporation with thorough research and market study. It would be best to cross-check all the factors in this article before forming a corporation.

What is a Corporation in Georgia?

A corporation in Georgia is a business organization recognized as a separate legal entity from its owners, also known as shareholders. When a corporation is formed, shareholders invest capital by purchasing shares of stock and, in return, become partial company owners. The corporation is managed by a board of directors elected by the shareholders to oversee the company’s operations and make important decisions. Corporations in Georgia are required to have at least One directors. One of the main advantages of a corporation in Georgia is that it provides limited liability protection to its shareholders, meaning their assets are not at risk if the corporation incurs debt or is legally sued.

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Common Types of Corporations

Before you start with a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation

C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation

S-Corporation in Georgia is set up similarly to a C-corporation but has different tax implications and owner limits. An S-Corporation has no more than 100 stockholders and is not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Nonprofit Corporation

Religious, educational, and charity institutions frequently use nonprofit businesses to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations.

It is recommended to Start a Corporation in Georgia if you would like to provide limited liability protection to your shareholders rather than Georgia LLC. However, you may want to consult to LegalZoom’s Business Attorney before starting a business.

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How to Start a Corporation in Georgia

To start a corporation in Georgia, you must follow the below steps that, include choosing a corporate name, hiring a Registered Agent, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, and annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choosing a Corporate Name

The first step in starting a corporation is choosing an available name that complies with Georgia naming rules. Most states require that the name of a corporation be distinguishable from other registered business names and include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof.

Here are some guidelines you must follow while naming your corporation in Georgia-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

To check the availability of your desired corporate name, you can search the Georgia Secretary of State‘s business name database and Business Name Search in Georgia. If the name is available, you may choose to reserve it for a specific period of 30 days by filing a name reservation application and paying the online name reservation fee of $25 and mail name reservation fee of $25. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by two methods, by mail and in person, which costs around $172. In addition, the DBA’s validity in Georgia is Indefinite, which you can file in Georgia Secretary of State.

You can check out How to File a DBA in Georgia for clearer understanding.

Step 2: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence on behalf of your corporation. They ensure that your corporation remains compliant with state regulations and requirements. There are Georgia Registered Agent Services to check in forming Georgia Corporation. We reviewed some of the best-registered agent services and provided features as an add-on with their packages.

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Step 3: Appointing Directors

Corporations in Georgia are required to have at least One directors, though some states may require more. Directors are responsible for overseeing the corporation’s management and making major decisions on behalf of the company. In Georgia, directors must be at least 18 years old and do not need to be state residents.

When appointing directors, it is essential to consider individuals who are knowledgeable, trustworthy, and capable of making sound business decisions. Maintaining a record of appointed directors, including their names, addresses, and terms of service, is also a good idea.

Step 4: Preparing and Filing Articles of Incorporation

After you appoint the initial board of directors in your Georgia corporation, the next step is to write and file a Articles of Incorporation. In writing, the Georgia Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Registered Agent contact information, and the names and addresses of incorporators and initial board members, should be written.

To officially form your Georgia corporation, you must prepare and file Articles of Incorporation with the Georgia Secretary of State. The Articles of Incorporation is a legal document that outlines essential information about your corporation, such as its name, address, purpose, and details about its stock.

The specific requirements for Articles of Incorporation vary by state, but generally, the document must include the following:

  • The corporate name
  • The purpose of the corporation
  • The name and address of the registered agent
  • The names and addresses of the initial directors
  • The number of authorized shares and their par value
  • The name and address of the incorporator(s)

Once the Articles of Incorporation are complete, please submit them to the Georgia Secretary of State’s office, along with the required filing fee. Fees vary by state, but in Georgia, the Articles of Incorporation filing fee costs around $100 for filing online and $110 for filing it by mail and in person.. It is crucial to provide accurate and complete information on this document, as errors or omissions may result in delays or rejection of your filing.

  • Online Filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail or drop it off to Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334.

Step 5: Creating Corporate Bylaws

Now you are done filing Articles of Incorporation in Georgia, the next step is to draft corporate bylaws. While not always required by law, creating corporate bylaws is essential in establishing Georgia corporation. Bylaws are the internal rules and regulations that govern the corporation’s operations and management. They outline the rights and responsibilities of directors, officers, and shareholders and provide guidelines for holding meetings and making decisions.

Key provisions to include in your corporate bylaws may include:

  • The corporation’s purpose and principal place of business
  • The roles and responsibilities of directors, officers, and shareholders
  • The process for appointing and removing directors and officers
  • The procedures for holding annual and special meetings
  • The methods for amending the bylaws and Articles of Incorporation
  • The procedures for issuing stock and maintaining shareholder records

Once the bylaws are drafted, they must be adopted by the corporation’s board of directors. Keeping a copy of the bylaws with your corporate records and updating them to reflect changes in the corporation or applicable laws is essential.

Step 6: Holding the Initial Board of Directors Meeting

The initial board of directors meeting is a crucial milestone for your Georgia corporation. During this meeting, the directors will adopt the corporate bylaws, elect officers, and make other key decisions to set the foundation for the corporation’s operations.

The agenda for the initial board meeting may include the following:

  • Adopting the corporate bylaws
  • Ratifying any pre-incorporation actions taken by the incorporator(s)
  • Electing corporate officers (e.g., president, vice president, secretary, treasurer)
  • Designating a corporate bank account
  • Authorizing the issuance of stock
  • Approving necessary licenses, permits, and tax registrations

It is essential to keep detailed minutes of the initial board meeting, documenting the decisions made and actions taken. These minutes should be stored with your corporate records.

Step 7: Issuing Stock

Corporations in Georgia are required to issue stock to their owners, also known as shareholders. When preparing to issue stock, you must determine the number of authorized shares and their par value, as outlined in your Articles of Incorporation. You may choose to issue different classes of stock, each with its rights and privileges, such as voting rights and dividend preferences.

The process for issuing stock typically involves the board of directors approving a stock issuance resolution, determining the price per share, and recording the issuance in the corporation’s stock ledger. Maintaining accurate and up-to-date records of all stock transactions, including transfers and cancellations, is crucial to ensure proper ownership tracking and compliance with securities laws.

Step 8: Obtaining Required Licenses and Permits

Depending on the nature of your corporation’s activities and location, you may need to obtain various licenses and permits to operate legally. These may include federal, state, and local requirements, such as:

  • A Federal Employer Identification Number (EIN) for tax reporting and employee withholding purposes.
  • State sales and use tax registration, if your corporation sells taxable goods or services
  • Professional or occupational licenses for specific industries (e.g., healthcare, construction, food service)
  • Georgia Business Licenses, zoning permits, and health department approvals

Researching and obtaining all required Georgia licenses and permits before commencing operations and maintaining compliance with any ongoing renewal or reporting requirements is essential.

Step 10: Registering with State Tax Agencies

In addition to obtaining licenses and permits, your Georgia corporation may also need to register with various tax agencies. This may include registering for sales and use tax, obtaining an Employer Identification Number (EIN) in Georgia for payroll tax purposes, and filing state income tax and franchise tax returns.

An EIN will serve as the tax ID for your Georgia corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Georgia can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Each state has tax requirements, so consult a tax professional or Georgia Department of Revenue for guidance on your specific obligations.

Step 11: Annual Reporting and Ongoing Compliance

Once your Georgia corporation is up and running, you must fulfill ongoing reporting and compliance requirements to maintain good standing. This may include filing Annual Report with the Georgia Secretary of State, updating your corporate records to reflect changes in directors or officers, and staying current on any required licenses or permits.

In addition, it is essential to stay informed about changes in corporate laws and regulations that may impact your business and to seek professional advice when needed.

Paying Your Taxes in Georgia

Even if you have established your corporation in Georgia, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Georgia has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Georgia are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Georgia

In forming a corporation in Georgia, a filing and Annual fee must be paid. Without it, your corporation won’t operate. A corporation’s initial filing fee may vary from state to state. However, in Georgia, it costs $100 for filing online and $110 for filing it by mail and in person.. The corporation in Georgia also has to file an Annual Report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly.

FAQs

What is the minimum number of people needed to start a corporation in Georgia?
Only one person is needed to start a corporation in Georgia.
What type of corporation can be started in Georgia?
Either C or S Corp can be started in Georgia.
What is the requirement to form a corporation in Georgia?
Filing the Articles of Incorporation and paying the required fees.
Can a non-US citizen form a corporation in Georgia?
Yes, a non-US citizen can form a corporation in Georgia.
What is the minimum age requirement to form a corporation in Georgia?
There is no minimum age requirement to form a corporation in Georgia.
Can a corporation be registered in Georgia without physically being present?
Yes, a corporation can be registered in Georgia without physically being present.
What is the fee to register a corporation in Georgia?
The fee to register a corporation in Georgia is $100.
Does Georgia require a business license for corporations?
No, Georgia does not require a business license for corporations.
How long does it take to register a corporation in Georgia?
It can take three to five business days to register a corporation in Georgia.
What type of business entity should a corporation form in Georgia?
A corporation should form an LLC in Georgia.
Can a corporation change its business entity type after registration in Georgia?
Yes, a corporation can change its business entity type after registration in Georgia.
Is it difficult to open a corporation bank account in Georgia?
No, it is not difficult to open a corporation bank account in Georgia.
Will a corporation formed in Georgia be recognized in other states?
Yes, a corporation formed in Georgia will be recognized in other states.
Does the Registered Agent of a corporation have to be from Georgia?
No, the Registered Agent of a corporation does not have to be from Georgia.
Can a corporation be dissolved in Georgia?
Yes, a corporation can be dissolved in Georgia.
What is the penalty for not filing Annual Reports in Georgia?
The penalty for not filing Annual Reports in Georgia is $25.
Can a corporation have a DBA in Georgia?
Yes, a corporation can have a DBA in Georgia.
What is the role of the Secretary of State in forming a corporation in Georgia?
The Secretary of State must approve the Articles of Incorporation to form a corporation in Georgia.
Can a corporation in Georgia have multiple owners?
Yes, a corporation in Georgia can have multiple owners.
What is the role of the incorporator in forming a corporation in Georgia?
The incorporator is responsible for establishing the corporation until the board of directors is elected.
What is the liability of the shareholders in a corporation in Georgia?
The shareholders of a corporation in Georgia have limited liability.
Can a corporation in Georgia issue stock?
Yes, a corporation in Georgia can issue stock.
What is the Georgia corporate tax rate?
The Georgia corporate tax rate for 2021 is 5.75%.
Does Georgia have a franchise tax for corporations?
Yes, Georgia does have a franchise tax for corporations.
What is the minimum amount of capital required to start a corporation in Georgia?
Georgia does not have a minimum amount of capital required to start a corporation.
Can a Georgia corporation use the S-Corp tax election?
Yes, a Georgia corporation can use the S-Corp tax election.
Is it mandatory for a Georgia corporation to have meetings?
Yes, Georgia corporations are required to have annual meetings.
Are registered trademarks important for a corporation in Georgia?
Yes, registered trademarks are important for a corporation in Georgia to protect intellectual property.
Does Georgia allow for a corporation’s headquarters to be outside the state?
Yes, Georgia allows a corporation to have its headquarters outside of state if registered to legally do business within the state.

Also Read

How to Save Money While Forming Your Georgia Corporation

To begin with, conducting extensive research is paramount. Entrepreneurs should carefully study all the options available when it comes to forming a corporation in Georgia. Familiarize yourself with the legal requirements, necessary paperwork, and available resources that can aid in the process. By understanding these details thoroughly, you can make informed decisions and avoid potential pitfalls that could incur additional expenses in the future.

An essential step in cutting costs during the formation of a Georgia corporation is to leverage technology. The digital era offers numerous tools and platforms that can greatly simplify the process and reduce expenses. Instead of engaging expensive legal services for every small task, consider using online services tailored explicitly for corporations. These platforms provide easy-to-use templates and essential guidance to ensure proper compliance with regulatory requirements. This way, you can save money by minimizing the need for excessive professional legal assistance.

Additionally, careful management of resources and assets can significantly impact the financial health of a nascent corporation. Start by critically evaluating your actual needs before making any purchases. Entrepreneurs often find themselves tempted to invest in extravagant office spaces, equipment, or unnecessary software subscriptions. Identify essential needs and opt for cost-effective alternatives that still meet your requirements without breaking the bank. Also, consider exploring shared workspaces and cooperative arrangements to reduce real estate costs.

Moreover, networking and collaborating within the business community can be invaluable both financially and professionally. Connect with fellow entrepreneurs, attend local business events, and participate in industry-specific gatherings. By forging meaningful relationships, you can find opportunities for collaboration, knowledge sharing, and potential cost savings. Collaborative efforts such as pooling resources or joint marketing campaigns can dramatically reduce individual costs while expanding your reach and visibility.

Furthermore, being proactive about minimizing overhead costs should be a priority for every entrepreneur forming a Georgia corporation. Look for affordable insurance options, negotiate favorable rent terms, and explore cost-effective marketing strategies. Consider hiring freelancers or contractors for specific tasks rather than full-time employees in the initial stages of your corporation. This flexibility allows you to reduce payroll and related expenses while still getting the necessary work done.

In conclusion, saving money while forming a Georgia corporation is not only possible but essential for long-term success. By researching extensively, leveraging technology, managing resources wisely, networking, and optimizing overhead costs, entrepreneurs can significantly reduce expenses without compromising their vision. Furthermore, these practices foster a mindset of financial responsibility and flexibility that will aid in navigating the dynamic business landscape. Aspiring business owners should embrace these strategies as they lay the foundation for a prosperous and sustainable Georgia corporation.

Conclusion

Starting a corporation in Georgia involves several critical steps, from choosing a corporate name to fulfilling ongoing compliance requirements. Following the steps outlined in this guide and seeking professional advice when needed, you can successfully establish your Georgia corporation and enjoy the benefits of limited liability, potential tax savings, and a professional business image.

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