Those wishing to either form a new corporation in the state of Georgia, thus filing for a domestic corporation, or those planning on applying for the authority to transact business within the state (foreign corporations), should familiarize themselves with Title 14 of the 2014 Georgia Code. The filing process for corporations can be completed both online and through the drafting of the Articles of Incorporation, or, if filing as a foreign entity, the downloading of the Application for Certificate of Authority. Regardless of the format in which a filer applies, the filing fees will remain the same for domestic entities at $100 and foreign entities at $225. It should be noted that all out-of-state filings will need to accompanied by a certificate of existence authenticated by the Secretary of State or similar authority from the region of original incorporation.
How to File
Step 1- It would be wise to start off the filing process with a Business Database Search using the proposed name under which the company wishes to operate in the state. This name must be completely unique to your corporation, if this is not the case, and you are a foreign entity, you will be required to operate under a fictitious name. An attempt to file using a name which is already being used by another active business entity will result in your transaction being voided. To preserve the rights to your name for a period of up to 30 days you may perform a Name Reservation for the filing fee of $25.
Step 2- Now that your name has been chosen and proven original, you can decide on which type of corporation is applicable to your particular business. Both online and paper filing are available for all corporation types and clicking on the links below will provide you with a full tutorial for each.
Step 3- If filing online, the authorized officer will be able to provide all the necessary information using the Corporation Divisions online portal. This registration will include the payment of the filing fee using a credit card and the attachment of any other necessary form.
Those using paper filing will need to make a check payable to the Secretary of State for the appropriate fee. Place the check, the original Articles of Incorporation or Application for Certificate of Authority as well as a second copy and whatever other forms (certificate of good standing, Transmittal Information Form) into an enveloped addressed to the below location. A Certificate of Incorporation should arrive confirming your formation within 5-7 business days of filing if the application was successful.
Office of Secretary of State, Corporations Division
2 Martin Luther King Jr. Dr. SE, Suite 313
West Tower, Atlanta, Georgia 30334
EIN – All business entities are required to register for an Employer Insurance Number following their filing with the Secretary of State. This application can be done either through the online registration process on the IRS website or by printing off Form SS-4. Corporations can use this number to open bank accounts, apply for lines of credit or perform any other financial transaction using the company name. The link at the beginning of this paragraph will provide you with a tutorial on how to apply for an EIN and why it’s necessary that you do.
Corporate Bylaws – A corporation’s bylaws outline any provision not already described in the Articles of Incorporation regarding the management and government of the company’s daily operations. This agreement is the only document which will outline the number of shares for each shareholder, the manner in which the board of directors shall be appointed and the power invested in each officer. Although this is not legally required in the State of Georgia, clicking on the link at the beginning of this paragraph will explain to you exactly why it’s in the company’s best interest to draft one. There you will also find a free template available for download in both MS Word and Adobe PDF formatting.
Renewal– An Annual Registration form can be filed online for the price of $50 (profit corporations) or $30 (non-profit). This document allows for all businesses within the state of Georgia to remain in good standing and maintain the status of “Active”. Profit Corporations which fail to file within the prescribed period between January 1st and April 1st will be required to pay an additional $500. Newly incorporated companies will need to file their first annual registration form within 90 days of formation.