Incorporate in Georgia for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

Because limits on liability, structure, management, and compliance documents are almost identical, deciding whether to file an S-Corp or a C-Corp in Georgia 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.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with 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 business 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 email within 24 hours, and it remains in effect for 30 days. You can also obtain a reservation number by writing to the Secretary of State. Reservations are not accepted by phone.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Georgia, your corporation must have at least one incorporator. Single-officer and single-director corporations are OK and the same individual can hold more than one office. You don't have to disclose officers and directors in your Articles of Incorporation, but you must include your incorporators.

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.

Incorporators, officers, or directors do not have to reside in Georgia. They're entitled to receive mail and notice in any jurisdiction.

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.

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.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Georgia, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $100.

• Fee to expedite your filing: $100.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 7-20 business days.

•  Expedited processing time: 2-3 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – 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.

We have more information about the tax structures of both S-Corps and C-Corps.

Georgia suggests that corporations create certain business records, such as Bylaws and Corporate Minute books and Corporate Minutes. These records help to maintain your corporate status. We have more detailed information about Georgia's requirements for Bylaws and Corporate Meeting Minutes. It's smart to create and maintain these documents, even if Georgia doesn't officially require them, because they help protect the legality of your corporate status and they can shield you from personal liability for corporate debts.

We wish you success with your new Georgia corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Georgia or domestic corporations that also operate in Georgia. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.