State Processing Times and Fees
Almost all states have standard and expedited processing times for corporation formations, and Georgia is no exception. Fees are typically higher for expedited filings. We have the average wait times for standard and expedited filings.
Georgia charges a corporation filing fee, as well as additional fees for Certificates of Existence, Certificates of Conversion and Certificates of Authority to Transact Business. Visit “compare pricing” in our incorporation center to see all fees in Georgia.
Deciding Between a Georgia S Corp and a C Corp Tax Designation
Because limits on liability, structure, management and compliance documents are virtually identical, deciding whether to file an S Corp or a C Corp comes down to a few considerations:
- Ownership: A Georgia-based C Corp can have an unlimited number of shareholders and unlimited stock classes. An S Corp is limited to a maximum number of shareholders, normally 100, and only one class of stock.
- Taxes: A C Corp is taxed separately. It files taxes at the corporate level, and shareholders may pay taxes on individual dividends as well. S Corps are considered “pass-through” tax entities. No taxes are paid at the corporate level. Instead, taxes are paid individually by corporate owners.
- Documents: A Georgia S Corp must file IRS Form 2553 to elect S Corp status.
Every state has its own personnel requirements for incorporating. In Georgia, they include the following:
- Age: There is no minimum age requirement for incorporating personnel or officers, but the members of the Board of Directors must be at least 18 years old.
- Number of directors and incorporators: Single-officer and single-director corporations are OK. The same individual can hold more than one office. Your corporation must have at least one incorporator. You don't have to disclose officers and directors in your Articles of Incorporation, but you must include your incorporators.
- Residency: Incorporators and officers or directors do not have to reside in Georgia. They're entitled to receive mail and notice in any jurisdiction.
An incorporator organizes the corporation, signs the Articles of Incorporation, and delivers them to the Secretary of State. Articles of Incorporation must list the name and address of each incorporator. The incorporator, an attorney, chairman of the Board of Directors, or another corporate officer may sign the Articles. You don't have to name initial officers and directors.
Other Requirements for Articles of Incorporation
In addition to personnel requirements, your Georgia Articles of Incorporation must also include the following.
Every Georgia corporation must name a registered agent. A registered agent is responsible for receiving tax, legal and government documents for your corporation during regular business hours. In Georgia, you must name your agent in your Articles of Incorporation. Your registered agent can be a person or a business, but it can't be your corporation itself. Your registered agent must have a mailing address in the state, and it must be a physical address, not a post office box. We can help you designate a registered agent when you incorporate with us.
Georgia requires that your Articles of Incorporation include the number of shares of stock the corporation is authorized to issue. This is the maximum number of shares the corporation can issue without later amending its Articles. The number of shares must be greater than zero.
You must file the original and one copy of your Articles of Incorporation, along with a completed Transmittal Form No. 227 and the filing fee, with the Secretary of State. Articles are deemed effective as of the date the Secretary of State receives them unless you request a later date. A Certificate of Incorporation will usually be mailed back to you within a few business days.
Other Required Paperwork
Georgia has requirements for corporate officers and annual registration. Every corporation must file an initial registration form within 90 days of incorporation, and every year after. This form lists three principal officers, and it requires a filing fee. Corporations formed between Oct. 2 and Dec. 31 must file their initial forms between Jan. 1 and April 1 of the following year. You can change your corporate address and officer designations by filing another registration and paying another fee. Georgia corporations that fail to file annual registration forms may be administratively dissolved.
Guidelines for Corporate Names
A corporation’s name says a great deal about its business. Make sure the name satisfies the following Georgia requirements:
- It must end with “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company” or “Co."
- You can't use deceptive terms. Don't name your Georgia corporation "Lisa’s Homemade Pies" if you're actually selling textiles and fabrics.
- Make sure your corporation's name is unique and original. Your name can't be deceptively similar to an existing corporation name already registered with the Secretary of State.
- You must pay a reservation fee when you reserve a name. You can do this online at the Secretary of State's website. You'll receive an assigned identification number by electronic mail within 24 hours, and it remains in effect for 30 days. You can also obtain a reservation number by writing the Secretary of State. Reservations are not accepted by phone.
Georgia Corporate Taxes & Reports
Although it's not the most glamorous part of owning a business, you must pay taxes for your new corporation. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. An EIN is like a Social Security number for a business. All corporations that have or will have employees must have an EIN.
Keeping Corporate Records and Ongoing Filing Requirements
Georgia suggests that corporations create certain business records, such as bylaws, and corporate minute books and meeting minutes. These records help to maintain your corporate status. We have more detailed information about Georgia's requirements for bylaws and meeting minutes. It's smart to create and maintain these documents, even if Georgia doesn't officially requires them, because they help protect the legality of your corporate status and they can shield you from personal liability for corporate debts.
Good luck creating your Georgia corporation! We can make it easy for you.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.