Looking for Articles of Incorporation Georgia?
How do you file your articles of incorporation in Georgia?
What’s essential to know for this process?
Keep reading as I have gathered exactly the information that you need!
Let me explain to you what the Georgia articles of incorporation are all about!
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Let’s get started!
What Are Articles of Incorporation Georgia
The Georgia articles of incorporation refer to a set of documents filed with the state of Georgia to officially form a new corporation.
Articles of incorporation typically contain:
- Company name and address
- Registered agent information
- Company stock information
- Incorporator’s information
- And other information required by the state
There are many benefits to operating a business as a corporation, such as:
- Limited personal liability
- Easy transfer of ownership
- Business continuity
- Better ability to find investors
- Better access to capital
- And more
You have decided to form a new corporation in Georgia, keep reading as I will break down the filing process for you so you know what to expect.
How To File Articles of Incorporation In Georgia
You’re looking to start a business corporation in Georgia and need to know how to file your articles of incorporation.
Keep reading as I will go over the entire process with you, step by step.
Here are the different elements that you’ll need to take into consideration when filing your GA articles of incorporation.
Verify Corporate Name
One of the elements you should think about to form a corporation in Georgia is your corporate name.
Your Georgia corporate entity name must be distinguishable from all other entities registered in Georgia.
This includes other entities like limited liability companies, limited partnerships, and other business entities registered in the state of Georgia.
To make sure that you’re not registering a name that may conflict with another business entity, be sure to perform a name availability search before filing your articles of incorporation.
If you find that your corporation name is available, you have the option of reserving the name for thirty days by paying a $25 fee allowing you to file your incorporation papers without the risk of losing your company name to someone else in the meantime.
Once you reserve your name, you’ll get a name reservation confirmation number that you can include in your Transmittal Form 227.
Also, all business entities must have a corporate designator in their name.
This means that you’ll need to add a suffix such as INC, INCORPORATED, CORP, CORPORATION, COMPANY, CO, or something similar to your business entity name.
Specify Amount of Authorized Stock
Corporations need to issue stocks to their shareholders who own the corporation.
When you file your articles of incorporation in Georgia, you’ll need to indicate the number of authorized shares to be issued.
Your articles of incorporation must indicate how many shares your company is authorized to issue to its shareholders.
For example, a company may indicate 100,000 as the total number of shares authorized in its articles of incorporation GA and only issue 60,000 to its shareholders.
This way, the corporation will have another 40,000 authorized shares available to issue in the future.
Eventually, if you need to issue more shares than what your articles of incorporation have authorized, you can amend your articles to provide for a greater number of authorized shares.
Identify Your Registered Agent
Every corporation in Georgia is required to appoint a registered agent.
A registered agent is an individual or company that is legally mandated by the corporationt to receive service of process, lawsuits, or legal documents on behalf of the business.
The registered agent for a Georgia corporation must be physically located in the state of Georgia.
As a result, you’ll need to specify a street address (and not a P.O. Box address) for your registered office.
The registered agent could be an individual, a corporation, or another type of legal entity that is physically located in Georgia or has a registered office in Georgia.
In some situations, corporations will name their attorney as their registered agent.
There are also professional corporate service companies out there that can act as your registered agent for a nominal fee.
Identify The Incorporator
Make sure that your articles of incorporation clearly indicate the corporate incorporator.
The incorporator is the individual who actually signs the Georgia Secretary of State articles of incorporation.
In essence, the incorporator’s role is to complete the articles of incorporation GA, sign them, file them with the state of Georgia, and then organize the corporation once the entity has been officially formed.
Any person can act as an incorporator provided the person is an adult and has the legal capacity to sign legal documents.
For example, it could be a corporate officer, a member of the board of directors, a lawyer, or any other person.
In incorporation papers, the incorporator will need to identify himself or herself in such capacity, provide his or her full name and address, sign the document, and deliver everything to the Secretary of State.
Indicate Your Corporation’s Principal Business Address
In your incorporation papers, you’ll need to specify your corporation’s principal business address.
The principal business address is the address where you want your corporation to receive its mail.
You can choose a physical mailing address or a P.O. Box as your principal business address in Georgia.
Keep in mind that all legal and official documents will be sent to your registered agent and not your mailing address, that’s why you can put a P.O. Box number.
Indicate Other Statements
When incorporating your company, you have the option of including other statements in your articles of incorporation.
For instance, you can specify an effective date for the incorporation of your company.
You can also choose to indicate more information about the initial directors and officers of the corporation.
Some may want to provide additional information about the company or provide details relating to the company’s purpose.
What you need to keep in mind is that any additional information you provide to the Georgia Secretary of State will become public information.
In some cases, you may have an investor, a lender, or an important business stakeholder that may require you to include additional statements in your articles.
Before you make any statements, verify if it’s important that you include any additional statements in your GA articles of incorporation.
Articles of Incorporation Supplementary Information
When filing articles of incorporation in Georgia, you should make sure that you also file all supplementary information as may be needed.
In essence, your articles of incorporation should include:
- Your Transmittal Information Form 227
- Originally signed articles of incorporation
- Copy of your signed articles of incorporation
- Georgia Secretary of State filing fees
The Data Transmittal Form 227 is essentially a cover sheet for filing your articles of incorporation.
Also, make sure that your originally signed articles of incorporation and its copy are on 8.5X11 inch paper (letter format).
If your corporation is required to have a license to operate (for example a professional service company for lawyers), you’ll need to include details relating to your license.
After Filing Articles of Incorporation In Georgia
After you file your articles of incorporation, be sure to verify what obligations you must observe to properly form your company and remain in good standing.
Publishing Your Notice of Incorporation
In the state of Georgia, both for-profit and nonprofit corporations have an obligation to publish a notice of their intent to incorporate within a business day after filing their articles of incorporation.
Typically, the notice of intent to form a corporation is published in the county where the corporation will hold its registered office.
Make sure that the text of your notice complies with the state requirements.
You can publish your notice of intent in the local newspaper or publications that are considered official publications in your corporation’s county.
Getting Your Certificate of Incorporation
Once your Georgia articles of incorporation are approved by the state, you should receive a certificate of incorporation.
A certificate of incorporation is a legal document confirming that the Georgia Secretary of State has approved your corporation filing papers and has formed your corporate entity.
You should expect to receive your certificate of incorporation in the mail shortly after the state has approved your filing papers.
Electing An S-Corporation Status
By default, when you form a corporation, it will be treated as a C-Corporation for tax purposes.
However, if you’re looking to form an S-Corporation, you should make that election shortly following the incorporation of your business entity.
Electing to be taxed as an S-Corporation allows shareholders to avoid double taxation.
In other words, an S-Corporation can have its business income pass through to its shareholders and taxed directly in their personal income tax returns just like partnerships and limited liability companies.
Many small business owners may elect the S-Corp status to avoid paying Social Security and Medicare charges.
To elect the S-Corp status, you’ll need to file the IRS 2553 Form with the Internal Revenue Service within 75 days of forming your corporation in Georgia.
Filing Your Initial Annual Registration
All corporations that are formed in the state of Georgia are required to file an initial annual registration within 90 days of their incorporation.
The objective of filing your initial annual registration is to name your corporation’s principal officers.
Corporations that are formed between October 2nd and December 31st have the ability to file their initial annual registration anytime between January 1st and April 1st of the following year.
Holding Your Organization Meeting
To ensure that your newly formed corporate entity is duly formed and complies with all legal requirements, make sure you hold your corporation’s organizational meeting.
The organization meeting is a meeting where:
- You adopt your corporate bylaws
- You issue your stock certificates to your shareholders
- You elect your directors and officers
- You adopt your shareholder agreement, if any
- You complete your stock ledger
- You handle any other matter important for your corporation
Filing Your Georgia Annual Report
Once your corporation is duly formed, your notice of intent published, and organization meeting held, you’re in good shape.
You are now in business!
Now, you’ll need to keep your company in good standing with the Georgia Secretary of State.
To do that, one of the important tasks you must accomplish on a yearly basis is to file your Georgia annual report.
The Georiga annual report is used to provide any updates regarding your corporate entity to the GA Secretary of State.
If there’s a change in your list of officers and directors, change in registered agent, change of address, or other changes impacting your company filing information, you’ll need to report that using the annual report.
Corporations that fail to observe their annual report filing obligations risk losing their right to transact business in Georgia and may ultimately be administratively dissolved.
In Georgia, the annual report is due by April 1st of every year.
Articles of Incorporation Georgia FAQs
Now that you know how to file your articles of incorporation in Georgia, let’s look at some common questions other individuals like you have asked.
What are other corporate structures in Georgia?
There are different types of corporations that you can incorporate in Georgia, such as a professional corporation or a benefit corporation (also known as a B Corporation).
A professional corporation is a type of corporation that is intended to provide a service requiring a professional license under the law.
For example, lawyers, engineers, or doctors wanting to incorporate will need to form a professional service corporation.
A benefit corporation is a type of corporation that is formed to accomplish a specific mission.
In this context, B Corporations have a high standard of social and environmental performance, public transparency, and legal accountability to generate profit and achieve their purpose.
How do I register a corporation in Georgia?
Registering a corporation in Georgia requires the accomplishment of several formal steps.
First, make sure that forming a corporation is the right business entity structure for your business.
Then, verify that the corporate name you’re looking to register is not taken by another business entity in Georgia.
Select your registered agent who will be the person or entity designated to legally receive any service of process, documents, and official communication on behalf of your corporation.
File your Georgia articles of incorporation with the Secretary of State by making sure you’ve determined the number of authorized shares, identified your incorporator, and given any other information relating to your corporate entity.
Finally, get your certificate of incorporation in the mail!
What documents do I need to incorporate in Georgia?
Here are the documents and information that you will need to incorporate a company in Georgia:
- Your company name or valid name reservation number
- The incorporator’s name and address
- Your email address
- Your company’s mailing address of the principal office
- Your registered agent’s name and address
- The number of authorized shares for a profit corporation
- Specification of any optional provisions you need to add to your articles of incorporation
- Your payment (MasterCard, Visa, American Express, and Discover Cards), check, cashier’s check, or money order)
How do I form a nonprofit corporation in Georgia?
If you’re looking to form a nonprofit corporation in Georgia, here are the steps you’ll need to take:
- Find your corporate name
- Identify you incorporators
- Establish your bylaws
- File your articles of incorporation with the Georgia Corporations Division
- File your annual report with the Secretary of State
- Hold your initial meeting
- Request a 501c3 tax-exempt status and EIN from the IRS
Articles of Incorporation Georgia Takeaways
So there you have it folks!
If you’re planning to form a corporation in Georgia, you will need to make sure that you follow the proper steps.
One of the key steps in forming your corporation is to file your Georgia articles of incorporation.
If done right, shortly after its filing, you will get the confirmation from the state of Georgia that your incorporation articles were approved and you’ll get your certificate of incorporation.
In this article, I provide an overview of how to file your Georgia articles of incorporation so you can put all the chances on your side to get approved.
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