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Common Georgia Corporation Questions

Getting Started

What Else Do I Need And Why?

Types of Corporations

Things To Know About Corporations


How long does it take to get a corporate entity set up in Georgia?

Depending how quickly the state processes the filings, it will take between four and six business days to set up your corporate entity.
In particular, anticipate lengthier turnarounds in late December through January when the greatest volume is received. Large numbers of filings are also typically received at the end of each quarter, late March, late June and late September.
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How do I begin the process of incorporating my business?

Articles of incorporation must be filed with the State of Georgia along with the required fees (Georgia Incorporation Service handles this step for you).
After the articles of incorporation are filed and accepted, your corporation must hold an organizational meeting at which acts taken and resolutions adopted by the incorporation director are approved and recorded, bylaws are adopted, shares of stock are distributed and officers are elected.

Corporate Officers and Annual Registration.

Within 90 days of incorporation, each Georgia corporation must file an initial “annual” registration form that lists three principal officers with the Secretary of State. The fee is $30. The registration form should be filed online at www.georgiacorporations.org

Corporations that form between October 2 and December 31 file the initial form between January 1 and April 1 of the ensuing year. Changes to the corporate address and/or officers throughout the year are made by filing another registration form and paying the $30 fee. A corporation that does not submit its annual registration is subject to administrative dissolution. There is a $100 fee, plus past due registration fees, to reinstate an administratively dissolved corporation.

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How do I go about naming the corporation?

The name of your corporation must comply with requirements of the Georgia Department of State. Georgia Incorporation Service will perform a preliminary name check for you at no additional charge. As a minimum, keep the following points in mind as you select your corporate name:

  • The name cannot be the same as another corporation on file with the State of Georgia.
  • The name should not be confusingly similar to that of an existing corporation or LLC, i.e., the name should be distinguishable.
  • The name must end with a corporate designator (Inc., Incorporated, Corp., Corporation, Co., or Company) unless this is a professional corporation (described below).
  • Adding "The", "and". "&", or any punctuation or pluralization,
    will not make it unique according to the state.
  • Using works like Services, Group, Management, Enterprise,
    Associates, International, Property, Properties, Holdings, Marketing,
    Investments and the like are well used put you at risk for reject.
  • May not contain language implying that the Georgia corporation is connected with a government agency or that the corporation is chartered under United States law.

Name Availability Standards

Georgia law provides that a corporation, LLC or LP name must be distinguishable upon the records of the Secretary of State from the names of other corporations, LLCs or LPs filed with the Secretary of State.  

Filing of a name with the Corporations Division is not “name protection.”  For example, many business names (sole proprietorships and partnerships, among others) are not filed with the Secretary of State persons using such names may have rights that would be superior to a name filed with the Secretary of State.

Customers interested in protecting a business name should consult an attorney.

Names are NOT DISTINGUISHABLE if :

1) The only difference is “a,” “an,” or “the” at the beginning of the name,

2 ) The only difference is the entity type. 

3) “&” and “and” DO NOT make names distinguishable

4 ) Punctuation DOES NOT make names distinguishable.  

5) if the only difference is the abbreviation of a word in the name,   

6) the only difference is a phonetic spelling of the same word.

If I incorporate, will anyone else be able to use my name?

Issuance of a name by the Corporations Division does not necessarily give a person the exclusive right to use of that name!  Filing with the Secretary of State is not “name protection.”  Many businesses do not choose to incorporate.  The Office of Secretary of State has no record of these and thus cannot search names of unincorporated businesses.  The question of who “owns” a name is a complex one that should be addressed to legal counsel.  Many lawyers will advise you that protecting a name is well down the list of reasons to consider incorporation.

What does issuance of a name by the Secretary of State mean?

Under Georgia law, O.C.G.A. 14-2-401 (profit) and 14-3-401 (nonprofit), issuance of a name by the Secretary of State means merely that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division.  You will note that subsection (e) provides that “this chapter does not control the use of fictitious or trade names” and that “issuance of a corporate name does not affect the commercial availability of the name.”  Many names that are issued by the Corporations Division might not be available for use in the marketplace.

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Are trade names registered with the Secretary of State?

No.  Pursuant to O.C.G.A. 10-1-490 trade names are registered with the Clerk of Superior Court of the county where the business is principally located.  A trade name is also known as a “DBA” or “fictitious name.”

http://www.georgia.gov/00/topic_index_channel/0,2092,4802_5083,00.html

How many officers must a corporation have?

A corporation has officers as described in its bylaws, as provided by O.C.G.A. 14-2-840.  The same individual may hold more than one office, including that of President and Secretary.  Only a corporation’s Chief Executive Officer (person in charge), Chief Financial Officer (treasurer) and Secretary (person who maintains records) are listed with the Corporations Division.  The same individual may hold more than one office.

Workman’s Compensation Insurance Information.

Many corporations will be required to obtain workers’ compensation insurance. Workers’ compensation information may be obtained by calling 1-800-533-0682 or (404) 656-3818.

Georgia Employment Security Laws

Many corporations will be subject to unemployment tax requirements of the “Georgia Employment Security Law.” Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or
http://www.dol.state.ga.us.

What is a business license or occupational license and where do I get one?

You will need to go to the county seat for a business or occupational license.

http://www.georgia.gov/00/topic_index_channel/0,2092,4802_5083,00.html

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What is a Registered Agent and is one needed?

The registered agent is the “mailbox” for the corporation.  He or she is the person or entity designated by the corporation to receive any lawsuit or other official communication on its behalf.  The registered agent may or may not be an owner, shareholder or officer of the corporation.  Many corporations use their attorney or a professional corporate service company for this service.  The registered agent’s address must be a street address in Georgia, and the agent must be located at that address.  Please review O.C.G.A. 14-2-501 (profit) or 14-3-501 (nonprofit).  A post office box or “mail drop” may not be used as the registered agent address.
The registered agent for the corporation must have a valid street address within Georgia and be available during normal business hours to receive documents. The services performed by a registered agent may include:

  • Receiving and forwarding legal documents;
  • Receiving and forwarding franchise tax and annual report forms; and,
  • Accepting and forwarding service of process.

A Registered Agent must be an adult, residing within Georgia and provide a physical address, (no P.O. boxes).

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What is an EIN and why do I need one?

An Employer Identification Number (EIN), also known as a federal tax identification number or FEIN or FEI, is a nine-digit number that the IRS assigns to business entities.

  • This number is used to identify a business entity and to identify taxpayers that are required to file various business tax returns.
  • A business will need to apply for a new EIN if the business is sold or is otherwise transferred.
  • You will need an EIN if you have employees in your new business.
  • Banks will require an EIN to open an account for all corporations.

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What are stock certificates and why would I need them for my corporation?

A stock certificate is a printed document used to indicate ownership of shares of the corporation.

Georgia Incorporation Service offers stock certificates for purchase, a la carte. With your purchase, you will receive 10 custom-printed stock certificates with gold seals, which may be issued at the discretion of the corporation.

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How do I get a Georgia Tax ID number?

The Georgia Department of Revenue should be contacted regarding compliance with state tax laws. Income and net worth tax information may be obtained by calling (404) 656-4191. Sales and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR’s web site, http://www2.state.ga.us/Departments/DOR

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Where do I file for Workman's Comp Exemption?

Many corporations will be required to obtain workers’ compensation insurance. Workers’ compensation information may be obtained by calling 1-800-533-0682 or (404) 656-3818.

Many corporations will be subject to unemployment tax requirements of the
“Georgia Employment Security Law.” Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or http://www.dol.state.ga.us.

How many officers must a corporation have?

A corporation has officers as described in its bylaws, as provided by O.C.G.A. 14-2-840.  The same individual may hold more than one office, including that of President and Secretary.  Only a corporation’s Chief Executive Officer (person in charge), Chief Financial Officer (treasurer) and Secretary (person who maintains records) are listed with the Corporations Division.  The same

What is a Corporation?

A corporation is a separate legal entity that exists independently from its owners. A corporation comes into existence when articles of incorporation are properly created and maintained, filed with the prescribed fees, and accepted by the Georgia Secretary of State.

Any entity that transacts business in Georgia as a corporation is required by Georgia Statutes to file documents of incorporation with the Georgia of Georgia and pay the filing fee.

Benefits of Corporations: incorporating your business is limited liability. If you maintain a corporation's legal status properly, and avoid personally guaranteeing the corporation's obligations, the corporation, and not you personally, would be solely responsible for its obligations.

  • The single most important reason people cite for forming a corporation when they do business is to safeguard the personal assets of the owners – that is, the shareholders or stockholders of the corporation – against potential claims from creditors. Sole proprietors and general partners in a partnership are personally liable for all debts and obligations of their business, including loans, accounts payable, and liability from defective products. Stockholders typically are not liable for the ordinary debts and obligations of the corporation.
  • Lower risk of personal liability by shareholders for the corporation's debts or judgments against the corporation
  • Can raise additional capital through the sale of stock
  • May deduct the cost of benefits it provides to officers and employees
  • Flexibility in terms of ownership
  • Can elect S corporation status if it meets certain requirements. This allows it to be taxed at rates similar to a partnership (avoids double taxation).

    • A corporation is more complex than a sole proprietorship or a partnership but also has certain advantages over other business structures. A corporation is regarded as a separate legal entity and, as such, will normally shield its owners from personal responsibility for the losses of the business. A corporation has a life of its own and does not dissolve when ownership changes. In addition, although a corporation may have multiple owners, this is not required and one person may individually establish and own a corporation.

    One of the biggest advantages of incorporating a business is the broad protection that is afforded the principals of the corporation from being held personally responsible for the debts and liabilities of the corporation. As indicated above, a corporation is a separate legal entity. This separation of ownership is what limits the owners' (shareholders') personal liability. As a result, creditors can access the corporation's assets but cannot ordinarily reach the personal assets of the corporation's owners. Note, however, that corporate officers can still be held personally liable for their actions, such as the failure to withhold and pay employment taxes. In addition, if a personal guarantee is made, such as is commonly required in a start-up situation to obtain a bank loan, this can result in personal liability for the individuals providing the personal guarantee.

    Maintaining your limited liability

    Finally, it's possible for those to whom a corporation is liable to try and "pierce the corporate veil", which essentially means to take action in order to set aside the corporation for the purpose of litigation such that the personal assets of the corporation's owners can be reached. One justification a court might use to pierce through the corporate veil of liability protection, as an example, is if it can be shown that the corporation is a sham set up by its owners to facilitate fraud against third parties.

    A key to maintaining the corporate veil (and thereby preserving the limitation of personal liability) is to accurately manage the record-keeping for your corporation. Corporations are required to hold scheduled shareholder meetings and to keep minutes of these meetings. Customized corporation kits from Georgia Incorporation Service serve as an excellent template for your corporate record-keeping.ia Incorporation Service serve as an excellent template for your corporate record-keeping.

    For more complete information regarding protection against personal liability, Georgia Incorporation Service recommends that you consult with your attorney.

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    What is an S corporation?

    Most new corporations filed in the State of Georgia elect S corporation status.
    An S corporation is a corporation that has elected a special tax status.
    This tax treatment permits the income of the corporation to be "passed through" to the shareholders. Thus, shareholders report the income or loss which is generated by an S corporation on their individual tax returns.

    In order to be considered an S corporation, the stockholders of a properly filed corporation must elect such status within 75 days of formation for the current tax year, or at any time during the preceding tax year.

    This election is made by filing Form 2553 with the Internal Revenue Service (IRS). Georgia Incorporation Service can take care of this filing for you during your registration for $39.

    To qualify for S corporation status, the corporation must be a domestic corporation; have only one class of stock; and, have not more than 100 stockholders, who must be individuals, estates or certain trusts.

    If you have any questions regarding election of S corporation status, please consult your tax advisor prior to making this election.

    Here is the web link to the IRS website for more information on different tax situations.

    http://www.irs.gov/businesses/small/article/0,,id=98359,00.html

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    What are bylaws?

    Georgia incorporation bylaws are generally written to manage the corporation's business and to conduct the corporation's affairs. The corporation's bylaws should not be in conflict with the articles of incorporation. A corporation maintains its own bylaws and is not required to file them with the State of Georgia.
    We offer the bylaws and minutes à la carte during registration.
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    What is the structure of a corporation?

    • A corporation is owned by stockholders.
    • A stockholder may serve on the Board of Directors and also be an officer of the corporation.
    • In Georgia, one person may form a corporation, and that person can be the sole officer, director and stockholder.

    Additional information:

    In larger corporations, while stockholders may not directly manage the affairs of the corporation, they are able to influence corporate decisions through indirect actions such as electing and removing directors, approving or disapproving amendments to the articles of incorporation and voting on important corporate decisions. The members of the Board of Directors are responsible for managing the affairs of the corporation. Usually, directors make only major business decisions; however, they supervise and appoint officers who make the day-to-day business decisions of the corporation. Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the Board of Directors.
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    Is the issuing of shares required?

    By definition, a corporation is owned by its shareholders. Though not required, it is a good practice to issue stock as evidence of ownership.
    Where no shares are issued, no individual owns the corporation.
    Ownership must appear in the company's minutes and on its stock transfer records as may be applicable.
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    Can one person be an officer and director?

    Yes, one person may be President, Secretary, or Treasurer (or any combination of officers) of the corporation as well as the sole Director of a Georgia corporation.
    The corporation's bylaws may prescribe additional qualifications for directors so long as they are not in conflict with the articles of incorporation.
    The bylaws may either list the officers or state that they will be appointed by the board of directors. The bylaws or the board may also delegate the responsibility of preparing minutes and maintaining corporation records to one of the officers. As stated previously, one person may hold one or more officer positions for the corporation at the same time.
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    What are the business activities I can choose for my corporation?

    These are broad categories that the IRS provides to help you select what type of company you are creating. If your company does not fall into any of these categories choose “other” then tell us specifically what you will be doing in the blank next to “other.”

    Accommodation & food services - providing customers with lodging, meal preparation, snacks, or beverages for immediate consumption.

    Construction - erecting buildings or other structures, (e.g., streets, highways, bridges, tunnels). The term “construction” also includes special trade contractors (e.g., plumbing, HVAC, electrical, carpentry, concrete, excavation, etc.)

    Finance & insurance - in transactions involving the creation, liquidation, or change of ownership of financial assets and/or facilitating such financial transactions; underwriting annuities/insurance policies; facilitating such underwriting by selling insurance policies; or by providing other insurance or employee-benefit related services.

    Health care and social assistance - providing physical, medical, or psychiatric care using licensed health care professionals or providing social assistance activities such as youth centers, adoption agencies, individual/family services, temporary shelters, etc.

    Manufacturing - the mechanical, physical, or chemical transformation of materials, substances, or components into new products. The assembling of component parts of manufactured products is also considered to be manufacturing.

    Real estate - renting or leasing real estate to others; managing, selling, buying or renting real estate for others; or providing related real estate services (e.g., appraisal services).

    Rental and leasing - providing tangible goods such as autos, computers, consumer goods, or industrial machinery and equipment to customers in return for a periodic rental or lease payment.

    Retail - selling merchandise to the general public from a fixed store; by direct, mail-order, or electronic sales; or by using vending machines.

    Transportation & warehousing - transportation of passengers or cargo; warehousing or storage of goods; scenic or sight-seeing transportation; or support activities related to these modes of transportation.

    Wholesale-agent/broker - arranging for the purchase or sale of goods owned by others or purchasing goods on a commission basis for goods traded in the wholesale market, usually between businesses.

    Wholesale-other - selling goods in the wholesale market generally to other businesses for resale on their own account.

    Other - activity not described above. Describe the applicant's principal business activity in the space provided.
    What are the different types of employees?

    Other

    Applies to most employees. Most new companies will designate their employees in the "Other" category.

    Household employees

    Employee who performs household services, such as a maid, babysitter, gardener, or cook, in your home are not subject to social security and Medicare taxes if you pay that employee cash wages of less than $1,400.

    Agricultural Employees

    In general, you are an employer of farm workers if your employees:

    • Raise or harvest agricultural or horticultural products on your farm, "disc">
    • Raise or harvest agricultural or horticultural products on your farm,
    • Work in connection with the operation, management, conservation, improvement, or maintenance of your farm and its tools and equipment,
    • Handle, process, or package any agricultural or horticultural commodity if you produced over half of the commodity (for a group of up to 20 unincorporated operators, all of the commodity),
    • Or do work for you related to cotton ginning, turpentine, or gum resin products.

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    What is the principal address for a corporation?

    The principal office address may be a post office box, unlike the registered office which must be a street address. The principal mailing address is the address to which any correspondence from the Corporations Division to the corporation will be sent.

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    Can I change the principal and mailing address of my corporation after I have filed?

    How do I change a corporation’s (or other entity) address?

    The address is changed by filing an annual registration.  The registration may be filed, and changes made, online at https://corp.sos.state.ga.us/business/annualreport.  The fee for filing a registration and making changes is $30.

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