In 1991, Georgia began outlining its limited liability company statutes, basing most provisions on other state’s LLC acts. By 1994, the Georgia Limited Liability Company Act went into effect. The Official Code of Georgia Annotated includes the statutory requirements for creating an LLC. According to the Corporation Division of the Georgia Secretary of State’s Office, once answering the complex question of deciding if an LLC should be formed, the actual formation of an LLC is quite simple.
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Determine the company’s goals. Georgia's Corporation Division highly recommends that the filer also obtain professional tax, business and/or legal advice to ensure the attainability of those goals.
Consult with legal counsel to ensure satisfaction of all Georgia LLC statutory requirements. Do this both before and after the company’s formation.
Make a list of all owners, who are known as members. Include in this list the name and contact information for the registered agent, who is the person or office designated to receive official state correspondence, as well as the organizers and managers.
Obtain a reservation number by submitting the Name Reservation form found on the Division's website, along with the required, nonrefundable $25 reservation fee. Those filing online can use a credit card or ACH. The filer may also request a reservation number by writing to the Division, making sure to include the name, address and telephone number of the person submitting the request. Reservations cannot be made by telephone. The statutory requirements, found in the Georgia Limited Liability Act, note the mandatory aspects of naming an LLC.
Enter the reservation number on the Transmittal Form 231, also found on the Division’s website. The number will be provided via email within 24 hours of receipt of request, and, per the Division, often sooner. The name reservation number expires 30 days from receipt; past that it cannot be renewed. However, if available, for another processing fee of $25 the filer can reserve the name again.
Using the list of members already completed, fill-in the remaining sections of Form 231. Include this form when filing the application fee as noted below. The Division will contact the filer via email upon receipt of the paperwork and will continue to update the filer through email.
Articles of Organization
Prepare the company's articles of organization. This document must adhere to the provisions set by statute and codified in the Official Code of Georgia Annotated. The information noted in § 14-11-204 (a) must be included in the articles of corporation and in compliance with § 14-11-207. The statute’s language leaves to the filer the option of incorporating the additional sections noted in § 14-11-204. The division's website provides a sample under its filing procedures.
Sign the articles of organization. Any member, manager, organizer or filing attorney of the LLC may sign the articles. It is important that the signer indicates in what capacity he is signing. Additionally, the document must be submitted on white, 8½ x 11-inch paper.
Send the original and one copy of the articles of incorporation, the completed Transmittal Form 231 and the nonrefundable $100 filing fee payable to the Office of the Secretary of State Corporations Division (see References). The Corporations Division considers the articles of organization effective on the date received sans a specified post-effective date.
When due, file an annual registration with the Georgia Secretary of State via the Division’s website. The annual registration filing season begins January 1 and ends April 1. Additionally, if an LLC changes its address, registered agent address or registered agent during the year an additional registration and fee must be submitted. A newly formed LLC begins its payment schedule between January 1 and April 1 of the calendar year after which it was formed.
Tips & Warnings
Filings are accepted without a name reservation; conversely a name may be reserved prior to filing.
Contact the IRS regarding the necessity of an employee identification number.
Contact the Georgia Department of Revenue regarding compliance with state tax requirements.
Determine if Workman's Compensation Insurance is required
Contact the Georgia Department of Labor regarding state unemployment tax regulations.
An LLC that does not submit its annual registration is subject to administrative dissolution.
To reinstate an administratively dissolved LLC, a $100 fee plus past due registration fees must be paid.
References & Resources
- Georgia Office of Secretary of State: Filing Procedures for Forming a Georgia Limited Liability Company
- Georgia Secretary of State: Name Reservations
- Georgia Office of Secretary of State: Transmittal Information-Georgia Limited Liability Company
- Filing Procedures for Georgia Profit and Nonprofit Corporations: Public Notice of Intent to Incorporate (pg. 4)
- Georgia Public Notice: Statewide Database of Public Notices from Georgia’s Legal Organ Newspapers
- Georgia Secretary of State: Corporations Division
- Georgia Secretary of State: Filing Procedures for Georgia Business Entities