Corporations offer liability protection for their owners, called shareholders — but only if properly formed under state law. To form a corporation in Georgia, you must register your articles of incorporation with the Georgia Secretary of State. You can obtain a form for your articles of incorporation from the secretary of state’s website or use an online legal documentation service to prepare and file them for you.
Naming Your Corporation
Before you file your articles of incorporation, you must decide what you are going to call your corporation. Georgia corporate names must include the word “corporation,” “incorporated,” “company” or “limited,” or the abbreviation “corp.,” “inc.,” “co.” or “ltd.” Your corporation’s name must not be too similar to another corporation’s name and it cannot be obscene. It must be shorter than 80 characters in length, including punctuation and spacing. If your name meets these requirements, you can use it in your articles of incorporation or reserve the name by filing a name reservation form with the secretary of state and paying a filing fee. Georgia does not require that you reserve your name prior to filing your articles of incorporation, but it may be helpful for you to do so, particularly if you are not quite ready to file your articles but want to make sure you can use the name you want.
Articles of Incorporation
After you decide on a name, you must prepare and file your articles of incorporation. Georgia requires you to submit your articles on standard letter-size paper along with a completed Transmittal Form 227 and the filing fee. Articles must include the exact name of your corporation, number of shares your corporation is authorized to issue, address of the corporation’s office, name and address of the corporation’s registered agent, and names and addresses of each incorporator. Your incorporators or corporate officers must sign the articles before mailing them to the secretary of state for filing. Articles are generally effective on the date they are received by the secretary of state.
Notice of Intent to Incorporate
All corporations must publish a notice of intent to incorporate, which must be given to a newspaper for publication no later than the business day after you file your articles of incorporation with the secretary of state. The notice must be filed in the official legal newspaper or other qualifying newspaper of the county where your corporate office is located. The secretary of state’s website provides a form letter you must use when forwarding your notice to the paper; it instructs the newspaper to publish the notice for two weeks.
Initial Annual Registration
Within 90 days of incorporation, your corporation must file an initial annual registration form with the secretary of state, including a filing fee. The form must list three principal officers and must be filed online. If you change your corporate address or officers throughout the year, you must file another registration form and pay the filing fee again; if you do not submit the required annual registration, your corporation can be dissolved by the secretary of state.
Corporations receive an Employer Identification Number, just like individuals have Social Security numbers. To obtain your EIN, you must file an application with the Internal Revenue Service. Your corporation must also file state business tax forms for your type of business at the Georgia Department of Revenue website.