Those wishing to file for a domestic corporation in the state of Georgia must do so in compliance to § 14-2-202 (2014) if filing as a for-profit or professional business, or in accordance to § 14-3-202 (2014) if filing as a non-profit. The Corporations Division of the Secretary of State website has managed to create an extremely streamlined and user friendly online filing system which they clearly encourage filers to use seeing as there is no offer of PDF templates of the Articles of Incorporation. Those who do not wish to use this service, will be required to draft their own articles, attach with it the $100 filing fee (applicable to all corporations), the Transmittal Form 227 and a second copy of the articles, and send all items to the Secretary of State’s office. On this page we will walk you through the online and paper filing process for those wishing to file for either a profit, non-profit or professional corporation.
How to File (Online)
Step 1- As with the formation of any entity, the first step to creating a domestic corporation is to choose a name which is completely original in the state of Georgia in accordance to § 14-2-401 (2014). To ensure that the name you had in mind is not already in existence within Georgia, a Business Name Inquiry can be performed online. Also a Name Reservation can be made for up to 30 days before filing for the fee on $25.
Step 2- Once you’ve decided on a suitable and available name for your company, you can then proceed to the Corporations Division website here. You will be required to login before being given access to the homepage (displayed below). Click on the highlighted Create or Register a Business button to proceed to Step 3.
Step 3- On the page presented to you, you will be able to select the first option indicating that you are indeed creating a domestic corporation. Next you will select the Business Type which, under the category of Domestic Corporation, will include Profit, Non-Profit and Professional. Select the one that applies best to your situation.
Step 4- The next window will have you supplying the name you’ve already chosen during Step 1 of this tutorial. They also provide two fields for your 2nd and 3rd choice if necessary.
Step 5- Choose next the NAICS (North American Industry Classification System) code and sub code for your corporation type.
Step 6- The Principle Office Address will then be required, including the street address, city, state, country and Zip Code. Click continue to be brought to the next page.
Step 7- On the next page, supply the Business Email Address and a secondary if applicable.
Step 8- It is here that nonprofit corporations will supply whether or not they have members. For professional and profit corporations this is where you will be required to indicate the number of shares of your corporation.
Step 9- The registered agent will need to be assigned next. You can search for the agent in question in the Corporations Division name database, or, if the individual/business was not found, you may create a registered agent by entering the necessary information into the window (image 2 below).
Step 10-Supply the necessary information for each incorporator. It is also at this point that professional corporations will need to identify their profession in the profession statement list.
Step 11- Any other provisions you’d like to add to the Articles of Incorporation can be added in this box. If this does not apply, you may skip this step.
Step 12- Check both boxes, the first indicating that you agree to the filing of the annual registration and the second that you, the signatory, can confirm that the contents of the filing are accurate, true and complete. Indicate an effective date if different than the date of filing and supply both your signature and your title before clicking continue.
Step 13- The final step will involve reviewing your information to avoid a deficient filing, and paying the necessary filing fee of $100 online to complete the procedure.
How to File (Mail)
Step 1- Just as in online incorporation, those filing using a paper form of the Articles of Incorporation will need to decide upon a name which accurately represents their company. The chosen name can be researched for availability using the Business Entity Search function. If you wish to reserve your name, you can do so for a period of up to 30 days for the filing fee of $25.
Step 2- Once a name has been chosen, you will be required to draft the Articles of Incorporation for your company. As the Corporations Division of the Secretary of State has not provided templates but instead, have supplied filers with instructions on the minimum requirements (we have no PDF to offer at this time). The following is the minimum amount of information required when drafting your articles:
Profit and Professional:
- 1. The proposed name of the Corporation
- 2. The number of shares the Corporation will issue
- 3. The full address of the initial registered office and the name of initial registered agent at that office.
- 4. The name and address of each incorporator.
- 5. The mailing address of the corporation’s principal office, if different from the registered office.
- 1. The proposed name of the Corporation
- 2. The full address of the initial registered office and the name of initial registered agent at that office.
- 3. The name and address of each incorporator.
- 4. The mailing address of the corporation’s principal office, if different from the registered office.
- 5. The following statement must be included in the articles: “The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.”
- 6. A Statement indicating whether or not the Corporation shall have members.
Those planning on pursuing “tax-exempt” Status as a Non-Profit will need to incorporate IRS suggested language into their articles. For more information on filing for tax-exemption, visit the IRS website.
Step 3- Once you’re Articles of Incorporation has been drafted and revised by your attorney you must then also file the Transmittal Information Form 227 . This document will require the following data:
- Email Address
- Corporate Name Reservation Number (if applicable)
- Corporate Name
- Name of Person Filing Articles
- Their Phone Number
- Zip Code
- Signature and Printed Name
Step 4- Attach, along with the articles and Form 227, a check made payable to the Secretary of State for the filing fee of $100 and a second copy of the articles. Place all items in an envelope and send to the below address to finish filing. A Certificate of Incorporation confirming formation will be mailed within the span of 5-7 business days.
Office of Secretary of State, Corporations Division
2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower
Atlanta, Georgia 30334
Step 5- Once you’re Articles of Incorporation has been drafted and revised by your attorney. You will be required to publish a Notice of Intent to Incorporate in the newspaper which is official legal organ within Georgia. The statement should resemble something similar to the example below.
EIN – The Employer Identification Number is required in order to perform any financial transaction under your Corporate Name. After confirmation of your Incorporation has been received, you can apply for one from the IRS either Online or with Form SS-4. The link at the beginning of this paragraph will present you with a full tutorial on the importance of the EIN as well as the step by step process of its acquisition.
Corporate Bylaws – Although these are not legally required in the state of Georgia, it is recommended that, upon the filing of the Articles of Incorporation, a company also drafts the corporate bylaws to detail the managerial tasks and rights, the shareholder’s responsibilities as well as any other provision regarding the day to day government of the corporation’s operations. A template for this document, in both PDF and Microsoft word format, can be found in the link at the beginning of this paragraph.
Renewal– All business entities must file an Annual Registration Form in order to maintain the status of “Active” within the state of Georgia. This filing costs $50 for profit and professional corporations and $30 for non-profit and must be completed online within 90 days of initial formation. The subsequent filings will need to be executed between the 1st of January and 1st of April of each calendar year.