How to Incorporate in Georgia (May 2024 Update)

Incorporating a business in Georgia opens up key benefits such as personal liability protection, tax advantages, and credibility with customers. While the process involves several steps, this guide will walk you through everything you need to know to get your Georgia corporation successfully up and running.

Incorporating in any state involves paperwork filings, fees, and company setup steps before you can open your doors for business. Georgia has its own specific rules and requirements around business formation, including necessities like publishing newspaper notices and appointing registered agents.

By understanding exactly what’s required and getting your documents in order ahead of time, you can incorporate smoothly and quickly get to growing your company in Georgia. Let’s get started!

Name and Register Your Georgia Corporation

The first things you’ll need to legally create your Georgia corporation are an available business name and a registered business agent.

Check Name Availability

You’ll want to search the Georgia Secretary of State’s database to make sure your chosen corporate name isn’t already taken. The name you pick must adhere to Georgia corporation naming rules, including:

• Containing a corporate designator at the end like “Corporation,” “Incorporated,” “Limited,” or “Company”
• Not using deceptive or misleading language
• Being distinguishable from existing names

Once you’ve determined name availability, you can reserve your corporation’s name with the Georgia Secretary of State by filing a Name Reservation Request form and paying a $25 fee. Your reserved name will then remain available to you for the next 30 days.

Designate a Registered Agent

All Georgia corporations must designate a registered agent to receive your company’s legal and tax documents. Your registered agent must have an in-state physical address where they can be reached during normal business hours.

While you can save money by naming yourself, it often makes sense to use a third-party registered agent service for maximum convenience and to keep your home address private.

Submit Articles of Incorporation

To legally form your corporation, you must draft and file Articles of Incorporation with the Georgia Secretary of State Corporations Division.

Key details you’ll need to include:

• Your reserved corporate name
• Number of shares your corporation is authorized to issue
• Registered agent’s name and registered office address
• The incorporator’s name and address

Articles can be submitted online or via mail. Processing times ranges from 1-15 business days depending on your filing method. Expedited services are available for an additional $100-250 fee.

Obtain Your Employer Identification Number

After getting your basic corporation registered with Georgia, you’ll need to obtain a federal Employer Identification Number (EIN).

What is an EIN?

An EIN acts like a social security number for your business. You’ll need it to handle any IRS tax filings, open business bank accounts, and potentially apply for business licenses and permits in Georgia.

Most companies can easily get an EIN for free via the IRS website. Just head to IRS.gov and search “apply for an EIN,” then follow the online application process.

File the Beneficial Ownership Information Report

In 2024, new US corporations will also be required to file what’s called a Beneficial Ownership Information (BOI) Report with the federal Financial Crimes Enforcement Network (FinCEN). This will include providing personal details on those who ultimately own or control the company.For those forming Georgia corporations in 2024 or later, you’ll need to provide this information within 90 days of incorporation. Details required include full names, dates of birth, addresses, and ID document information for:

• Those with 25%+ ownership stakes
• Anyone with substantial control, like directors and officers

Your company’s legal name, DBAs, tax ID number, and address must be reported as well. This data helps law enforcement investigate financial crimes. Yet unlike your Articles of Incorporation, BOI reports are not public records.

Submit Initial and Annual Registrations

Within 90 days of incorporating in Georgia, you must submit an Initial Registration report naming three principal corporate officers and paying a $50 fee.

After that, annual registrations are due by April 1st of each year following incorporation. These continue registering your current principal office address, officers, and registered agent while keeping your corporation in good standing.

Set Up Your Georgia Corporation

Write Corporate Bylaws

Company bylaws act as an operating manual, laying out rules for your Georgia corporation around:

• Officer duties
• Shareholder rights
• How meetings are held
• Stock policies
• Bank account procedures
• Amending bylaws

While Georgia doesn’t require submitting your bylaws, adopting them in writing is still considered a best practice for keeping corporate protections in place.

Hold an Organizational Meeting

The next step is to hold an initial organizational meeting to appoint your first corporate directors, officers, adopt bylaws, issue stock certificates, and conduct any other startup business.

You’ll also want to record meeting minutes as an official company record showing these foundation actions were carried out properly in case further legal proof is ever needed.

Open a Corporate Bank Account

With all your formation documents filed, the next practical step towards operating your Georgia corporation is opening a dedicated business bank account.

Mixing personal and corporate funds can put your limited liability protections in jeopardy. So you’ll want to keep your accounts separate right from the start.

To open your corporate account, you may need to provide items like your EIN, Articles of Incorporation, company bylaws or an authorizing corporate resolution allowing account opening.

For more information, take a look at our article on the key benefits of business checking accounts.

Understand Your Ongoing Georgia Taxes and Reports

As part of operating a registered Georgia corporation, you’ll need to handle ongoing state tax filings and annual reports. Here are some key items to keep in mind.

Taxes

• Georgia charges a state corporate net income tax of 5.75% on profits
• There is also a net worth tax ranging from $125 to $5000 depending on assets
• You may need to collect Georgia sales tax as well
• S-Corporations face some special state tax rules

Reports

Your Georgia Annual Registration renewal and fee are due by April 1st every year that you operate. This form confirms or updates details like your:

• Principal office address
• Officers
• Registered agent

Failing to file can lead to administrative dissolution of your corporation, so be sure to mark your calendars!

Conclusion

Following the key steps outlined above for naming, registering, setting up, and maintaining your Georgia corporation will get your business legally formed while keeping state compliance in check.

Some final tips as you get your corporation off the ground:

• Handle any business licenses or operational permits required for your industry
• Set up payroll, accounting, and other systems
• Make sure to keep holding annual shareholder and director meetings
• Maintain detailed corporate records like meeting minutes
• Issue share certificates and dividend checks per your bylaws

And with that—congrats! Your Georgia corporation should now be ready for business. As always, connect with an attorney if you have any questions along the way. Here’s wishing you tremendous success!