Domestic limited liability companies can be describe as those which are created within the state of Georgia using the Articles of Organization. This filing procedure can be executed both online using the Corporations Division of the Secretary of State website or through the mailing of a drafted paper copy to their office. Domestic LLC’s can expect to pay a $100 filing fee upon formation as well as a subsequent $50 for each annual registration (the first of which is required within 90 days of filing). The State Statues regarding the formation of this type of entity can be found in § 14-11-204 (2014). Scroll down to review our complete tutorial of both the online and paper filing process.
How to Form (Online)
Step 1- A company’s name, in accordance with GA Code § 14-11-207 (2014), must be completely unique as well as contain the words “limited liability company” or “limited company” or an appropriate abbreviation thereof. To verify the availability of the name you’ve chosen, perform a Business Name Search using the Corporations Division website. Those wishing to put their name on hold for a period of up to 30 days can perform a Name Reservation online or through the mail for the cost of $25.
Step 2- Once you’re confident that the name under which your future company will operate is not already in use, you can proceed by logging into this website to presented with the homepage. On this webpage you will see the Create or Register a Business which can be selected to continue.
Step 3- Now choose the I am creating a new domestic business option and then select the Domestic LLC name from the drop down list.
Step 4- The name that you’ve chosen in the first step of this process will need to be entered into the first field. An optional second and third preference are available in the case that your first choice has been registered by another business.
Step 5- Find your business purpose from the list of the NAICS (North American Industry Classification System) codes and sub codes.
Step 6- You will now be able to enter the street address. city, state, country and zip code of your principle office address.
Step 7- Clicking continue will bring you to the page on which you will enter your primary email address and secondary if applicable.
Step 8- You can elect your registered agent by entering his/her name into the search bar under the heading Registered Agent Information and clicking Search. You will be able to choose from the list of businesses and individuals. In the case that your RA wasn’t listed, you can click the Create Registered Agent option and fill in the necessary fields which have been displayed in the second window below.
Step 9- All organizer’s information will be needed next including the name and full address of each business or individual.
Step 10- Provide any other provision not already listed in the articles then check off the box indicating that you, the signatory, understand the legal ramifications for signing a false document and that the above information is, to the best of your knowledge, complete, accurate and true. Finish by supplying the effective date, your signature and the title of your position within the company.
Step 11- The following page will have you reviewing the information you’ve just submitted to ensure yourself of it’s accuracy then paying the filing fee of $100 while finishing the online filing process.
How to File (Paper)
Step 1- The first step to formation of an entity is selecting a name. To ensure that this name is indeed original and unique within the state of Georgia, you will need to perform and Business Entity Search. If the name doesn’t come up in your research, you may reserve it for a period of 30 days (filing fee $25).
Step 2- The Corporations Division template for the PDF version of the Articles of Organization is simplistic and contains very little information. Further instructions concerning a filing of this nature can be found here. For those looking to draft their own articles, the minimum requirements are stated below, however it is recommended that further provisions be documented either in this form or in an operating agreement to establish ownership and responsibilities among managing members.
- Name of LLC
- The Date
- Printed Name of Authorized Signatory
- Capacity of Signatory
Step 3- Once this form has been filled, it will need to be accompanied by a Transmittal form 231. On this document you will need to enter the following:
- Email of Contact Person
- 1-LLC Name Reservation Number and LLC Name
- 2-Name of Person filing articles, their phone number and full address
- 3-Principle Mailing Address of LLC
- 4- Registered Agent’s Information
- 5-Name and Address of Each Organizer
- 6-Authorized Officer’s name, signature and title as well as today’s date
Step 4- Mail the original articles along with an extra copy, Form 231 and a check made out to the Secretary of State covering the filing fee of $100 to the below address and await confirmation (this usually takes between 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
EIN – Each business entity, upon formation, should acquire an Employer Identification Number, a tool used by Internal Revenue Services to identify companies for tax reporting purposes. Companies without one will find it impossible to open bank accounts, apply for loans, successfully register corporate credit cards or perform any other type of financial transaction. To obtain an EIN, you can navigate to our tutorial on both the Online application and the PDF application through Form SS-4.
Operating Agreement– As previously stated, an operating agreement is used to put into writing the exact manner in which a LLC plans to operate. This may include the division of responsibility among officers, the number of meetings per year and the capital contribution of each member and anything else not previously stated in the Articles of Organization which doesn’t contradict with state law. A free template has been made available through clicking of the title of this section.
Renewal-Domestic LLCs, like all businesses in Georgia, are required to file an Annual Registration Form to stay in good standing with the state. This renewal can be done online, though the Corporations Division of the Secretary of State website (linked in the heading of this paragraph), and will cost a filing fee of $50 (payable through credit card). All entities will need to file their first form within 90 days of their effective date of business.