Georgia Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Georgia is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, county in which the office of the corporation is to be located, shares, par value, name of the incorporator, service of process address and registered agent name and address.

Note: 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 its subscriptions are paid.

Georgia law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Georgia is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Georgia corporations will be required to file an annual report every year with the Department of State. The State will send notice to the principal office address 3 months before the due date. There is a $50 fee and the report is due April 1st. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) pursuant to O.C.G.A. 10-1-490 with the Clerk of Superior Court of the county where the business is principally located.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. 14-2-1408(profit).

Before filing a notice of intent to dissolve, the company needs to be current with all annual registrations. File an articles of dissolution, certificate of cancellation, statement of commencement of winding up, and certificate of termination or application for withdrawal.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Georgia an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Georgia Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Georgia Department of Revenue at https://etax.dor.ga.gov .

The formation document required to file an LLC in Georgia is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, county in which the office of the corporation is to be located, incorporators name and address, service of process address and registered agent name and address.

Georgia law does not allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Georgia is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Georgia LLC's will be required to file an annual report every year with the Department of State. The State will send notice to the principal office address 3 months before the due date. There is a $50 fee and the report is due April 1st. Failure to file the annual report may result in the company becoming inactive.

LLC's can register an Assumed Name (DBA) pursuant to O.C.G.A. 10-1-490 with the Clerk of Superior Court of the county where the business is principally located.

Before filing a Certificate of Termination, the company needs to be current with all annual registrations. An entity must be current to terminate.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. 14-2-1408(profit) and 14-3-1409(nonprofit).

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Georgia Department of Revenue at https://etax.dor.ga.gov .

The formation document required to file a Not-For-Profit corporation in Georgia is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, county in which the office of the corporation is to be located, shares, par value, name of the incorporator, service of process address and registered agent name and address.

Note: All Not-For-Profit 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 its subscriptions are paid.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Georgia is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Georgia Not-for-profit corporations are required to file an Annual Registration that must be received by the state of Georgia between Jan.1st-April 1st.

NFP Corporations can register an Assumed Name (DBA) pursuant to O.C.G.A. 10-1-490 with the Clerk of Superior Court of the county where the business is principally located.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. 14-3-1409(nonprofit).

Before filing a notice of intent to dissolve, the company needs to be current with all annual registrations. File an articles of dissolution, certificate of cancellation, statement of commencement of winding up, and certificate of termination or application for withdrawal.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Georgia Department of Revenue at https://etax.dor.ga.gov .