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Incorporating in Georgia

For complete and current information concerning Georgia corporations you should go to the Georgia Secretary of State web site. The following is not an attempt to present all you need to know when forming a corporation in Georgia but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the Georgia Secretary of State web site and related links. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and should therefore be independently verified.

Georgia corporation name:

A Georgia corporation name cannot exceed 80 characters (including spaces and punctuation) and must contain the word "corporation”, "incorporated", "company", or "limited" or an abbreviation thereof. The name must be distinguishable from any other business entities’ names registered or reserved in accordance with Georgia law. The name cannot contain anything that states or implies the corporation is organized for a purpose other than that permitted by Georgia law and its articles of incorporation.

Georgia corporation board of directors:

A Georgia corporation’s board of directors must consist of one or more directors, with the number being specified in, or fixed in accordance with, the articles of incorporation or bylaws.

Directors must be natural persons who are at least 18 years of age but they do not have to be shareholders of the corporation or residents of Georgia unless the articles of incorporation so require. Additional qualifications for directors may be set forth in the articles of incorporation or bylaws.

Georgia corporation officers:

 A Georgia corporation shall have the officers prescribed in its bylaws or appointed by its board of directors in accordance with the bylaws. The bylaws or the board of directors shall make one of the officers responsible for preparing minutes of directors' and shareholders' meetings and for authenticating the corporation’s records. The same person may simultaneously hold more than one office.

Georgia corporation shareholders’ and directors’ meetings:

Annual and regular shareholders’ meetings shall be held at the times stated in, or fixed in accordance with, the bylaws. Shareholders’ meetings may be held in or out of Georgia at the place stated in, or fixed in accordance with, the bylaws. If no place is stated in, or fixed in accordance with, the bylaws, shareholders’ meetings shall be held at the corporation's principal office or other suitable place.

Regular and special board of directors’ meetings may be held in or out of Georgia.

Georgia corporation reporting:

The Office of the Secretary of Georgia says: “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 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.”

Georgia publication requirements:

Included in the Filing Procedures For Georgia Profit and Nonprofit Corporations is the following:

All corporations must publish a notice of intent to incorporate in the newspaper which is the official legal organ of the county where the initial registered office of the corporation is to be located, or in a newspaper of general circulation in such county and for which at least 60 percent of the subscriptions are paid. A list of legal organs is published at sos.state.ga.us/elections/legalorgans.htm, or the Clerk of Superior Court can advise you as to the legal organ in your county. The notice of intent to incorporate and a $40.00 publication fee should be forwarded directly to the newspaper no later than the next business day after filing the articles of incorporation with the Secretary of State.

The notice should be in the following format:

                                       NOTICE OF INCORPORATION

Dear Publisher:

Please publish once a week for two consecutive weeks a notice in the following form:

Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).

Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.

Sincerely,

(Authorized signature)

Georgia taxes:

See the Georgia Department of Revenue web site.

Georgia Registered Agent:

Georgia corporations are required to have a registered agent in Georgia. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:

If you’re ready to form a Georgia corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.

Incorporate in Georgia