How to start a Georgia corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Georgia corporation.

How to start a corporation in Georgia

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Georgia corporation

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.

2. Decide between a Georgia S-Corp and C-Corp tax designation

There are similarities between a Georgia S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your Georgia 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.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Georgia address) or choose one to do that service for you (if you are not located in Georgia or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Georgia

Once you have a business name and registered agent, you can register your business as a Georgia corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

Georgia also 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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Georgia must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Georgia corporation.

What to do after incorporating in Georgia

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.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Georgia means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Georgia, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you are encouraged to keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state