By Catherine Li

‍

Looking to incorporate in Georgia? Read on for a detailed step-by-step guide to incorporation in The Peach State. You can also check out MassLight’s build-for-equity program to kickstart your company!

1. Select a fitting name for your business. 
2. File Articles of Incorporation 
3. Appoint a registered agent
4. Establish corporate bylaws
5. Appoint directors and conduct board meetings
6. Issue stock
7. File annual registration 
8. Comply with other tax and regulatory requirements 

1. Choose a Name for Your Corporation

Your business’s name should not exceed more than 80 characters, including punctuation and spaces. It must end with one of the following terms or abbreviations: “limited”, “company”, “corporation”, or “incorporated”. The name cannot explicitly (or implicitly) state that the corporation is established for a purpose that is different than the one given in its Articles of Incorporation.

Your business's name must be recognizable from the names of businesses that have filed with the Georgia Secretary of State Corporate Division. The Corporations Division business name database is a great tool to use; you can easily check if your name has already been taken. Once you decide on an available name, reserve it for 30 days online by filing a Name Reservation Request. 

2. Prepare and File Articles of Incorporation 

The next step towards incorporation is filing your Articles of Incorporation with the Georgia Secretary of State Division of Corporations. These can be submitted via mail or online. Always remember to include the following in your articles: the shares a corporation is authorized to use, the name and street address of your agent, the name and address of each incorporator, and the mailing address of your business’s primary office. 

The state of Georgia does not provide a form template of the Articles of Incorporation (for applicants to file). You must draft your own - on 8.5” x 11” paper - if you opt to file by mail instead of online. For more details on how to draft your articles, you can check out the Filing Procedures prepared by Georgia’s Corporations Division. Note: If filing articles via mail, remember to include a Transmittal Information Form for new business entities. 

3. Appoint a Registered Agent 

Incorporating in Georgia requires an in-state agent for service of process. This refers to either an individual or business entity that agrees to represent and accept legal papers on the corporation’s behalf (in case of lawsuits). The registered agent can be either a whole business entity, or an individual resident who the state permits to engage in business/with businesses. Prior to designation, the agent also should agree to accept service of process on your business’s behalf. 

4. Establish Corporate Bylaws

Your corporation must also draft an internal corporate that establishes basic ground rules for operating your business, known as bylaws. Bylaws are not filed with the state. Your corporation is not legally required to file them, however a document with your bylaws is a powerful tool in proving your business’s legitimacy. Bylaws can help detail your corporation’s procedures and rules, or show banks and other creditors that your corporation is credible. 

‍

‍

For the sake of organization, you should record your bylaws - and any other corporate papers - in a corporate records book. You can use any simple binder (or corporate record kit) to use for organization. Finally, keep all records at your principal office. 

5. Appoint Directors and Conduct Board Meeting

The incorporator of your corporation - or the person who drafted the articles - must then appoint initial corporate directors. These individuals subsequently serve on the board until the first annual shareholder meeting; or when shareholders elect the subsequent term's the board members.

You should hold an initial meeting with the corporation’s board of directors at which the directors can appoint corporate officers, establish bylaws, set up a corporate bank account, authorize issuance of stock, adopt an official stock certificate form, and set the corporation’s fiscal year. The directors’ actions must be recorded in corporate minutes created by the incorporator or any of the directors. Also, if your business is an S corporation, the directors should approve S corporation election status. 

6. Issue Stock to Shareholders

In return for any capital contribution of property, service, and/or cash, you should issue stocks to each shareholder. Smaller corporations typically issue paper stock certificates. On the stock transfer ledger, enter each shareholder’s name and contact information. 

In the state of Georgia, the default rule is that corporate stock has no par value. Therefore, the articles do not need to include the par value of shares. However, if Georgia corporations have the option of listing the values, which can be found in the articles. Again, it is not required though.

‍

‍

A share of your corporation’s stock is classified as a security under state and federal laws that regulate the sale and offer of corporate stocks. However, federal law exempts “private offerings”—which refer to non-advertised sales to a small amount of people (usually 35 or fewer). 

Georgia also prohibits unadvertised sales to no more than 15 Georgia residents provided that the shares are purchased solely for investment purposes, and not for resales. No state filings need to be filed for this requirement. Alternatively, the Invest Georgia Exemption exempts sales of more than $5 million in securities to any number of Georgia residents. You must file Form GA-1 with the Securities Division of the Secretary of State before the offering is made. No fee is required, and state exemptions are regulated by the Securities Division of the Secretary of State’s Office.

7. File Annual Registration

Within the first 90 days of incorporation in Georgia, all corporations must file an initial annual registration form that details the three principal officers with the Secretary of State. The registration form can be filed online here. From then on, a yearly registration must be filed by April 1 every year after. Any corporation that fails to submit its annual registration is subject to administrative dissolution. Additionally, there is a $250 fee to reinstate an administratively dissolved corporation. 

8. Comply With Tax and Regulatory Requirements 

Your corporation must also comply with these additional tax and regulatory requirements: 

EIN: Your corporation must obtain a federal employer identification number (EIN). You can obtain an EIN in two ways: on the IRS website, or completing an online EIN application.

S corporation filing: If your corporation elects S corporation status for tax purposes, you must submit Form 2553 (Election by a Small Business Corporation). Make sure it is signed by all of your shareholders. The election should be filed within 2 months and 15 days after the beginning of your corporation’s first tax year. 

Business licenses: Depending on your type of business and where you are situated, your corporation may need to obtain additional local and state business licenses. For more information on local licenses, check with your city in which the business’s primary place of business is located. For state licenses, check the Georgia Secretary of State’s First Stop Business Guide.

Do you have a foreign corporation doing business in Georgia? All corporations organized outside of Georgia must register with the Georgia Secretary of State to do business in-state. Foreign corporations must appoint a registered agent for service of process who is physically residing in Georgia. To register, fill out the Application for Certificate of Authority for Foreign Profit Corporation. 

‍

‍

At MassLight, our team of experts are dedicated to helping your start-up business get to where it needs to be in order to succeed. Learn more about our build-for-equity program and directly contact us for more information.

‍

‍