How to Start a Georgia Corporation


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Start a Georgia Corporation

When you plan to start a business in Georgia, you must decide on the appropriate structure. Starting a corporation may be more complicated than creating an LLC in Georgia or a sole proprietorship. However, it is not that difficult as well. There are a few guidelines that you should be aware of when it comes to creating Georgia corporation. Starting a corporation involves a legal process, that is, the process of incorporation.

In this article, I will share a step-by-step guide to start a corporation in Georgia. I will also enlighten you on the advantages and disadvantages of having a corporation. Some people consider starting a corporation in Georgia more than other business structures since it has many advantages over other forms.

What is a Corporation in Georgia

In definition, a corporation is a formal organization established by stockholders, shareholders, or other people to make a profit. Like individuals, corporations can undertake contracts, own assets, sue and be sued, pay taxes, limit state and federal taxes, and loan funds from banking institutions.

Common Types of Corporations

Before you start with the process of forming 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: An S-Corporation is set up similarly to a C-corporation but has different tax implications and owner limits. S-corps have no more than 100 stockholders and are not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.
  • Non-profit Corporation: Nonprofit businesses are frequently used by religious, educational, and charity institutions 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. Read how to start a nonprofit corp in Georgia to learn about nonprofit corporations.

If you have a small business, it is recommended that you form an LLC instead of a corporation in Georgia. LLCs have more tax benefits than other structures. Besides, LLCs protect your personal assets. However, it is wise to consult a legal expert before you start setting up your business in Georgia.

– LLCBuddy Editorial Team

How to Start a Corporation in Georgia

To start a corporation in Georgia, you must follow the below steps that, include forming a corporation name, appointing a board of directors, filing for Articles of Incorporation, drafting corporate bylaws, meeting with the board of directors, issuing stocks, creating a shareholders agreement, requesting for an EIN, and getting a license and permit. 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: Choose a Corporation Name in Georgia

Naming your business is one of the most crucial activities during the startup phase. Your corporation name serves as the foundation for your brand. Legal procedures should be taken into account when choosing your corporation name. Choose a corporation name that will enable you to develop a strong brand identity without being hampered by irrelevant factors.

If you are forming an LLC, there is a complete guide on Georgia LLC name guidelines for a proper LLC name. 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.”

Step 2: Board of Directors Initial Appointment

To form a corporation in Georgia, you must appoint an initial board of directors before making them permanent once the corporation is formed. In Georgia, you may appoint at least One board of directors. The initial board of directors is in charge of guiding the overall strategy of your business. The structure, responsibilities, and powers given to a board of directors are determined by the bylaws of a company or organization. So, appointing your corporation’s initial board of directors in Georgia is a big step in forming a corporation.

Step 3: Filing the Articles of Incorporation in Georgia

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, Georgia Registered Agent contact information, and the names and addresses of incorporators and/or initial board members, should be written.

Filing a Articles of Incorporation in Georgia may be done with three ways, online, by mail and in-person. The Articles of Incorporation fee may vary from different states. However, in Georgia, it costs $100 for filing online and $110 for filing it by mail and in person..

  • 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 4: Draft Corporate Bylaws

Now you are done filing a Articles of Incorporation in Georgia, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made-

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 5: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 6: Issuing Stock in a Corporation

After starting your Georgia corporation, one of the first official corporate actions is issuing stock to the shareholders. Keep track of the number of shares issued to each shareholder and the purchase price. A corporation in Georgia is managed by its shareholders, who contribute to the business in exchange for ownership shares.

Step 7: Draft and Finalize a Shareholders Agreement

Even though drafting and finalizing a shareholders agreement is unnecessary, I suggest you still comply since it will benefit your corporation and its shareholders. A small business’s shareholders enter into a shareholder agreement contract. It establishes how ownership will be handled in unexpected situations, like a shareholder passes away, retires, becomes disabled, or quits the corporation. Early on in the life of your Georgia corporation, signing a shareholders’ agreement can help maintain corporate continuity and prevent future disputes.

Step 8: Request an EIN in Georgia

After everything is in place, you should get or request an Employer Identification Number (EIN). 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 EIN online 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 4 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.

After you have your EIN number, you can benefit in a number of ways. It will give your corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 9: Get Licenses and Permits for your Corporation in Georgia

Before your corporation operates in Georgia, you must have a business license. A business license is a document issued by a government agency that permits you to operate your business in the geographic region that that agency governs. To legally operate your corporation, you’ll need a business license. Numerous corporate licenses need to be filed and renewed regularly. Check out how to get business licenses and permits in Georgia to know more.

You must also register a DBA name if you intend to conduct business using a name other than your corporation’s legal name. The DBA name is sometimes known as “doing business as” or a “fictitious business name.” Depending on your location, you may need to register the DBA with your state, city, and county. You can skip this step if your business solely uses your legal company name.

Important Information

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

A filing and annual fee must be paid to form a corporation in Georgia. Without it, your corporation won’t operate. The initial filing fee for a corporation may vary depending on the 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. If, in the future, you make any changes to your corporation, you must file the Georgia Amendment. It costs $20.00 to file an amendment in Georgia.

Advantages of Starting a Corporation in Georgia

  1. Limited Liability: The biggest advantage of setting up a Georgia corporation is that the shareholders are not personally responsible for the debts of the company. As a result, when you incorporate as a corporation, personal assets like homes, vehicles, and other possessions are prohibited. One of the main benefits of setting up a corporation over a general partnership or sole proprietorship business structure is that neither the business nor the owners are held legally responsible for the obligations of the business, even if it means giving up their personal assets.
  1. Limitless Corporation: The fact that a corporation’s existence is independent of its owners is another significant benefit of incorporation. In other words, a corporation has an endless life and will continue operating normally even if the owner dies or decides to sell their ownership.
  1. Advantages in Tax: The deduction of health insurance premium payments made on behalf of an owner-employee is one of the many financial benefits to which corporations are entitled. Corporations also save on self-employment taxes since their revenue is not subject to workers’ compensation, Social Security, or medical taxes. Tax rates on corporate profits are lower than those on individual income.

FAQs

What is required to form a corporation in Georgia?
To form a corporation in Georgia, you must file articles of incorporation with the Georgia Secretary of State’s Corporations Division. The articles must include the name of the corporation, its purpose, the type of shares it may issue, the address of its registered office, and the names and addresses of its incorporators.
How much does it cost to start a corporation in Georgia?
The fee for filing your Articles of Incorporation in Georgia is $100.
What types of corporations can be formed in Georgia?
Georgia recognizes C-Corporations, S-Corporations, and Limited Liability Companies (LLCs).
What is the filing period for a Georgia corporation?
The filing period for a Georgia corporation is typically two business days.
What is the corporate income tax rate in Georgia?
The corporate income tax rate in Georgia is 6 percent.
Are there any filing requirements for Georgia corporations?
Georgia corporations are required to file an Annual Registration Report with the Secretary of State’s office each year.
What is the minimum number of shareholders required to form a corporation in Georgia?
There is no minimum number of shareholders required to form a corporation in Georgia.
Are there any restrictions on the type of business that can be conducted by a Georgia corporation?
Georgia corporations are subject to the same laws and regulations as any other business operating in the state.
Is there a minimum capital requirement to form a corporation in Georgia?
There is no minimum capital requirement to form a corporation in Georgia.
What is the minimum number of directors required to form a corporation in Georgia?
Georgia corporations must have at least three directors.
Is there a residency requirement for directors of a Georgia corporation?
There is no residency requirement for directors of a Georgia corporation.
Are Georgia corporations required to hold annual meetings?
Georgia corporations are not required to hold annual meetings, but the board of directors may choose to do so.
Is Georgia a community property state?
No, Georgia is not a community property state.
Are there any restrictions on the name of a Georgia corporation?
The name of a Georgia corporation must be distinguishable from other business entities registered in the state. Additionally, the name must end with the words “Incorporated,” “Corporation,” “Company,” or an abbreviation of one of those words.
Do Georgia corporations need to register with the state?
Yes, Georgia corporations must register with the state by filing an Annual Registration Report with the Secretary of State’s office each year.
Are there any annual filing requirements for Georgia corporations?
Yes, Georgia corporations must file an Annual Registration Report with the Secretary of State’s office each year.
What are the advantages of forming a Georgia corporation?
Georgia corporations provide limited liability protection for their owners, can offer tax advantages, and provide owners with the flexibility to structure their business as they see fit.
What is the process for dissolving a corporation in Georgia?
To dissolve a corporation in Georgia, the board of directors must vote to dissolve the corporation and then file a Certificate of Dissolution with the Secretary of State’s office. The Certificate must include the name of the corporation, the date of dissolution, and the signatures of the directors.
Are there any specific requirements for the Articles of Incorporation of a Georgia corporation?
Yes, the Articles of Incorporation of a Georgia corporation must include the name of the corporation, its purpose, the type of shares it may issue, the address of its registered office, and the names and addresses of its incorporators.
Are there any special tax considerations for Georgia corporations?
Yes, Georgia corporations may be eligible for certain tax credits, deductions, and exemptions. It is recommended that you consult with a tax professional for more information about the available tax benefits.
How does a Georgia corporation pay taxes?
Georgia corporations pay taxes on their income through the Georgia Department of Revenue.
How does a Georgia corporation issue shares?
Georgia corporations can issue shares through a share subscription agreement or by selling them to investors.
Is there a limit on the number of shares that can be issued by a Georgia corporation?
There is no limit on the number of shares that can be issued by a Georgia corporation, but the Articles of Incorporation must specify the type of shares that can be issued.
How do I notify the state of a change in my Georgia corporation’s address or other information?
You must notify the state of any changes to your Georgia corporation’s address or other information by filing an Amended Annual Registration Report with the Secretary of State’s office.
Are there any special reporting requirements for Georgia corporations?
Georgia corporations are required to file an Annual Registration Report with the Secretary of State’s office each year.
Are there any restrictions on the ownership of a Georgia corporation?
There are no restrictions on the ownership of a Georgia corporation, but the Articles of Incorporation must specify the type of shares that can be issued.
What are the steps to forming a corporation in Georgia?
To form a corporation in Georgia, you must submit Articles of Incorporation to the Georgia Secretary of State, obtain a federal Employer Identification Number, obtain a state tax identification number, file annual reports, appoint a registered agent and notify the Georgia Department of Revenue.
What are the fees required to start a corporation in Georgia?
The filing fee to register the Articles of Incorporation with the Georgia Secretary of State is $100. Additionally, there may be fees associated with obtaining a federal Employer Identification Number, a state tax identification number and filing annual reports.
What documents are required to form a corporation in Georgia?
To form a corporation in Georgia, you must submit Articles of Incorporation to the Georgia Secretary of State.
What information is needed to file Articles of Incorporation in Georgia?
The Articles of Incorporation must include the name of the corporation, its principal office address, the registered agent name and address, the duration of the corporation, the number of authorized shares, the incorporator name and address, and the purpose of the corporation.
Who must sign the Articles of Incorporation to form a corporation in Georgia?
The Articles of Incorporation must be signed by one of the incorporators.
Is it necessary to obtain a federal Employer Identification Number for a corporation in Georgia?
Yes, it is necessary to obtain a federal Employer Identification Number for a corporation in Georgia.
Is it necessary to obtain a state tax identification number for a corporation in Georgia?
Yes, it is necessary to obtain a state tax identification number for a corporation in Georgia.
Are there annual reports that must be filed for a corporation in Georgia?
Yes, corporations in Georgia are required to file an annual report with the Georgia Secretary of State.

Also Read

Why Georgia Corporation is So Important

One of the main reasons why Georgia Corporation is so important is its strategic location. Situated in the Southeastern United States, Georgia serves as a gateway to both domestic and international markets. The state boasts a robust transportation infrastructure, including Hartsfield-Jackson Atlanta International Airport, one of the busiest airports in the world. This connectivity makes Georgia Corporation an attractive destination for companies looking to establish a presence in the region or expand their reach globally.

Another key factor contributing to the importance of Georgia Corporation is its business-friendly environment. The state has a pro-business regulatory climate, low tax rates, and various incentives for companies looking to set up operations in the state. Furthermore, Georgia offers a skilled workforce, quality education system, and world-class research institutions, making it an ideal location for businesses across various industries.

Furthermore, Georgia Corporation is home to a diverse range of industries, including manufacturing, technology, logistics, healthcare, and agriculture. This diversity not only fosters innovation and collaboration but also creates a resilient economy that can withstand economic shocks. Whether it’s automotive companies setting up manufacturing plants, tech startups developing cutting-edge solutions, or agribusinesses producing quality produce, Georgia Corporation plays a critical role in driving growth and creating opportunities for businesses of all sizes.

In addition to its economic significance, Georgia Corporation also plays a vital role in fostering community development and social responsibility. Many corporations in Georgia actively engage in philanthropic activities, supporting local charities, educational programs, and environmental initiatives. These efforts not only benefit the communities in which they operate but also contribute to the overall well-being of the state.

Overall, Georgia Corporation is a driving force in the state’s economy and a key player in the national business landscape. Its strategic location, business-friendly environment, diverse industries, and commitment to community development make it a critical hub for business activities and investment. As Georgia continues to attract businesses from around the world and foster innovation and growth, the importance of Georgia Corporation will only continue to grow.

Conclusion

When determining which corporate form is best for you, be selective. You must know which business structure is bet-fitted for your product/service in Georgia. Consult a legal professional before you take the first step while setting up your business. Finding the ideal ratio of corporate advantages and legal protection that meets your unique needs is very important. In forming a corporation in Georgia, you need to ensure that every detail is well-formed so that your corporation will be successful. And if you have any questions, share them in the comment section below.

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