When deciding to form a business in Atlanta, Augusta, Columbus, Macon or elsewhere in Georgia, you should review and evaluate the most recent state laws and regulations that apply to your specific company and, most importantly, seek the advice of a qualified professional who has experience with Georgia corporations like yours. You may want to consider information that could help you determine whether forming a corporation or limited liability company (LLC) in Georgia is right for you.
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Business owners who incorporate in Georgia experience the peace of mind derived from the limited liability protection a corporation provides. Georgia corporations can protect your personal assets, since they cannot be used to satisfy debts and liabilities of the corporation. A corporation's limited liability protection also shields its shareholders from any claims arising from lawsuits.
A Georgia corporation's board of directors and officers enjoy the same limited liability protection as do the corporation's shareholders.
Unless you elect to have a special “pass through” tax status with the Internal Revenue Service (IRS) by filing an IRS Form 2553, your Georgia corporation will enable you to shelter and retain more income since a corporation files tax returns and pays its income taxes (at generally lower tax rates than do individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation. Although shareholders are required to pay taxes on income from dividends paid by the corporation even though income taxes were previously paid by the corporation (called “double taxation”), a Georgia C corporation can facilitate the accumulation of earnings.
Forming a corporation in Georgia should make it easier to get additional capital than it would be with some of the other types of businesses. You can issue and sell stock or a variety of other financial instruments as evidence of interest in the corporation and ownership in Georgia corporations can be easily transferred through the issuance or transfer of stock.
Employees would normally prefer to work for a corporation rather than a proprietorship or partnership and a Georgia corporation has the advantage of being able to attract, motivate and retain quality employees by offering stock option and bonus plans.
Georgia corporation owners working in the business are employees and are therefore eligible for certain fringe benefits such as group insurance plans, retirement and profit sharing plans, and tax-favored stock option and bonus plans. In addition, the corporation allows owners to reduce self-employment taxes.
A Georgia corporation is a separate legal entity and, in a sense, immortal and perpetual since it does not end with the death of a shareholder owner as do some of the other business types.
If you're a small business owner who has chosen to incorporate in Georgia, you may struggle in deciding which type of incorporation is best. At MaxFilings, we hope to clearly distinguish the advantages and disadvantages of starting an LLC vs. a corporation, whether to classify your business as an S Corp or C Corp, and give you a better idea of which option will provide the best results for your continued financial and operational success.
|Limits personal liability|
|Ownership structure||Unlimited owners||Unlimited shareholders||No more than 100 shareholders (US citizens or resident aliens only)|
|All business income/loss passed through to owners each year|
|Owners pay personal income tax on profits|
|Business must pay corporate income tax|
|Recognized outside of the US|
|Flexible management structure|
|Annual Meeting Requirement|
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.
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.
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.
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.
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 https://ecorp.sos.ga.gov/.
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.”
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. 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
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.
*For complete and current information concerning Georgia corporations, visit the state's official website. The information listed above is not an attempt to present all you need to know when forming a corporation in Georgia but rather to call your attention to some basic information and requirements you may want to know as you submit information to form your corporation or LLC.
MaxFilings is committed to helping business owners just like you. Here are a few reasons why MaxFilings stands out as the resource of choice when forming a Georgia corporation:
Competitive, Transparent Pricing. There's never any obligation to order and there's no charge for saving your information – you only pay your incorporation fees when you're ready to order. View our competitive pricing - it includes all state fees and other charges, so you'll have no surprises later.
Convenience & Ease of Use. MaxFilings helps you get organized in an orderly way and you set the pace – you can save all your incorporation information in one handy spot online and make changes anytime until you're ready to incorporate…or you can order your incorporation online right now!
Secure & Confidential. As a MaxFilings user, you can rest easy knowing that all your information is completely safe. We use industry-recognized security safeguards for storing and processing your orders, ensuring stringent data security for as long as you want to keep it with us.
Partner Perks. As you incorporate, you need to think about growing and promoting your new corporation. MaxFilings' online promotions partner SEO Advantage offers you expert services in PR, web development, search engine marketing, website optimization and graphic design.
Best of all, your satisfaction is 100% guaranteed!
If you're ready to form a Georgia corporation, you can start entering your information now. You're under no obligation, and there is no charge until you actually place your order.
Wondering what happens after you submit your incorporation order to us? Have questions about using MaxFilings to incorporate your business or form an LLC? Here you'll see basic questions about our system that can help make your experience smooth and hassle-free. FAQ About MaxFilings