How to Incorporate in Georgia
| Item | Details |
|---|---|
| Search Tool | https://ecorp.sos.ga.gov/BusinessSearch |
| Cost | Free |
| Time Required | Immediate results |
Search for your exact business name and any variations you're considering. If your name is available, you can proceed directly to filing your Articles of Incorporation. If it's taken, modify your name and search again until you find an available option.
Reserve Your Name (Optional)
If you want to lock in your name before completing your Articles of Incorporation, file a name reservation with the Secretary of State. This 30-day reservation gives you time to prepare your formation documents without risking someone else claiming your chosen name.
| Item | Details |
|---|---|
| Fee | $35.00 |
| Duration | 30 days |
| Filing Method | Online at https://ecorp.sos.ga.gov/Account |
| Statute | Georgia SOS Name Availability Standards; Ga. Comp. R. & Regs. 590-7-2 |
Your name reservation expires after 30 days or when you file your Articles of Incorporation, whichever comes first. If your reservation expires without filing, you must reserve the name again to protect it.
Step 2: Appoint Your Board of Directors
Georgia requires at least one director to incorporate a corporation under O.C.G.A. § 14-2-202. Unlike many states, Georgia imposes no residency requirement for directors—your board members can live anywhere in the United States or internationally. You'll name your initial director(s) in your Articles of Incorporation when you file with the Georgia Secretary of State. Directors manage the corporation's business and affairs, and you can appoint additional directors or remove existing ones after incorporation by amending your bylaws or holding a shareholder meeting.
Your director(s) don't need to be shareholders, though they often are in small corporations. Georgia law allows flexibility in structuring your board to match your business needs, whether you're operating as a single-owner corporation or a multi-shareholder entity.
Director Requirements and Qualifications
Georgia imposes minimal restrictions on who can serve as a director. Your director(s) must be named in your Articles of Incorporation filed with the Georgia Secretary of State, Corporations Division. You can appoint one person or multiple directors depending on your corporate structure and bylaws.
Directors have no Georgia residency requirement, so you can appoint out-of-state or international directors if needed. Each director should understand their fiduciary duty to act in the corporation's best interest and comply with Georgia corporate law. You may appoint yourself as the sole director, or recruit additional directors as needed.
Documenting Director Appointments
Include director names and addresses in your Articles of Incorporation before filing. After incorporation, you'll formalize director roles and responsibilities in your corporate bylaws. Keep detailed records of all director appointments, removals, and meeting minutes in your corporate records book.
You can amend your board structure at any time by following your bylaws' procedures, typically through shareholder or director action. Directors serve at the pleasure of the shareholders and can be removed with or without cause unless your bylaws specify otherwise.
Step 3: Prepare and File Your Articles of Incorporation
Your Articles of Incorporation is the foundational document that creates your Georgia corporation. You'll file it with the Georgia Secretary of State, Corporations Division, either online through eCorp, by paper upload, or by mail. Georgia requires specific information in your Articles and charges a $110 filing fee ($100 filing fee plus $10 service charge). Standard online processing takes about 7 business days, though expedited options are available if you need faster approval. Once the Secretary of State approves your filing, you'll receive a Certificate of Incorporation, which is your official proof that your corporation exists and is authorized to conduct business in Georgia.
Required Information for Your Articles
Gather the following information before you begin your filing:
- Corporation name — must be distinguishable on Georgia's records; you may use a name reservation (30 days, $35 fee) if you haven't finalized your choice yet
- Authorized shares — the maximum number of shares your corporation is authorized to issue
- Registered office address — a physical Georgia street address (not a P.O. box)
- Registered agent name and address — a Georgia resident or authorized business entity with a physical Georgia office (see Step 4)
- Incorporator information — name and address of each person filing the Articles
- Optional provisions — director liability limitations, indemnification language, or other governance provisions you wish to include
Your Articles must include the corporation's name as approved or reserved, the number of authorized shares of stock your corporation may issue, the street address of your registered office in Georgia, the name and address of your registered agent, the name and address of each incorporator, and any optional provisions you wish to include such as director liability limitations or indemnification provisions.
Filing Options and Processing Times
| Filing Method | Processing Time | Cost |
|---|---|---|
| Online (eCorp) | ~7 business days | $110 |
| Paper upload | ~10–14 business days | $110 |
| Mailed paper | ~15 business days | $110 |
| 2-business-day expedite | 2 business days | $110 + $120 |
| Same-business-day expedite (before noon) | Same business day | $110 + $275 |
| 1-hour paper expedite | 1 hour | $110 + $1,200 |
Online filing through eCorp is the fastest and most convenient method. You'll receive immediate confirmation and can track your filing status through your account. If you need faster processing, Georgia offers expedited options ranging from 2-business-day service to 1-hour paper expedite for an additional fee.
Where to File
File your Articles of Incorporation online at https://ecorp.sos.ga.gov/Account or contact the Georgia Secretary of State, Corporations Division, at (404) 656-2817 or 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334. You may also upload a paper document for processing in 10 to 14 business days, or mail a paper copy for processing in approximately 15 business days.
Once approved, you'll receive your Certificate of Incorporation, which confirms your corporation's legal existence under O.C.G.A. § 14-2-202. Keep this certificate in your corporate records book—you'll need it to open a business bank account, apply for an EIN, and register for state taxes.
Step 4: Designate a Registered Agent and Office
Every Georgia corporation must maintain a registered agent and registered office in Georgia under O.C.G.A. §§ 14-2-502 and 14-2-503. The registered agent is the person or entity authorized to receive legal documents (such as lawsuits and regulatory notices) on behalf of your corporation. Your registered agent must be either a Georgia resident individual or a business entity authorized to do business in Georgia. The registered office must be a physical street address in Georgia where your agent can be personally served with legal documents—a P.O. box, virtual office address, or out-of-state address does not satisfy this requirement.
You can appoint a member of your corporation to serve as registered agent, or you can hire a professional registered agent service. Many entrepreneurs use professional agents to maintain privacy and ensure compliance with service-of-process requirements. When you file your Articles of Incorporation with the Georgia Secretary of State, you will provide your agent's name and Georgia street address. If you need to change your registered agent later, you can file an Amended Annual Registration with a $30 fee.
Registered Agent Requirements
| Requirement | Details |
|---|---|
| Who Can Serve | Georgia resident individual or business entity authorized to do business in Georgia |
| Physical Address | Required; must be a street address in Georgia, not a P.O. box |
| Member as Agent | Yes, a member of your corporation may serve |
| Change Fee | $30.00 (filed via Amended Annual Registration) |
You may serve as your own registered agent if you are a Georgia resident. Alternatively, you may appoint a member, officer, or employee of your corporation, or hire a professional registered agent service. The registered office address must be a location where your agent is available during business hours to receive service of process in person.
Contact the Georgia Secretary of State, Corporations Division at (404) 656-2817 or visit https://sos.ga.gov/ if you have questions about registered agent eligibility or need recommendations for professional registered agent services.
Step 5: Adopt Bylaws and Hold an Organizational Meeting
After your Articles of Incorporation are approved by the Georgia Secretary of State, you must adopt bylaws and hold an organizational meeting to establish your corporation's governance structure. Georgia law under O.C.G.A. § 14-2-202 requires you to elect your board of directors (if not named in the Articles), elect officers, authorize stock issuance, and approve initial business decisions. This meeting formalizes your corporation's internal rules and operational framework. You may hold this meeting in person or by written consent, depending on your bylaws. The organizational meeting is your opportunity to document all foundational decisions in corporate minutes, which protect your liability shield and demonstrate compliance with Georgia corporate law.
Your bylaws should address the following governance matters:
| Governance Element | Key Decisions |
|---|---|
| Board of Directors | Number of directors (minimum 1 under Georgia law), election procedures, term length, removal provisions |
| Officers | President, secretary, treasurer, and any vice presidents; duties and compensation |
| Stock Issuance | Classes of stock, authorized shares, par value, issuance procedures |
| Meetings | Frequency, notice requirements, quorum, voting procedures for shareholders and directors |
| Dividends | Policy on profit distribution to shareholders |
| Indemnification | Protection for directors and officers against liability |
| Amendments | Procedures for modifying bylaws |
At your organizational meeting, you will adopt bylaws, elect your board of directors, elect officers (president, secretary, treasurer, and any vice presidents), authorize the issuance of stock, and approve any initial business decisions such as opening a bank account or entering into contracts. Document everything in corporate minutes. Record attendance, all votes, and resolutions adopted. These minutes protect your corporate status and demonstrate good-faith governance to creditors, lenders, and the IRS. Keep minutes in your corporate records book alongside your Articles of Incorporation and stock certificates.
For questions about Georgia-specific bylaws requirements, contact the Georgia Secretary of State, Corporations Division at (404) 656-2817 or visit https://sos.ga.gov/.
Step 6: Issue Stock and Maintain Corporate Records
After your Georgia corporation receives its Certificate of Incorporation from the Secretary of State, you must issue stock to shareholders and establish a formal record-keeping system. Georgia corporations are governed by the Georgia Business Corporation Code under O.C.G.A. Title 14, Chapter 2. Stock issuance and corporate records are foundational to maintaining your corporation's legal status and protecting your personal liability shield. Proper documentation also ensures compliance with Georgia's annual registration requirements and supports your corporation's tax filings with the Georgia Department of Revenue.
Your corporation's bylaws—adopted at your organizational meeting—should specify the classes and authorized number of shares. You issue stock by preparing stock certificates that identify the shareholder, number of shares, class of stock, and date of issuance. Georgia law does not require physical certificates; you may maintain uncertificated shares if your bylaws permit. Keep all stock ledgers, transfer records, and shareholder agreements in your corporate records.
You must maintain at your principal office in Georgia (or at another location you designate) the following records:
| Record Type | Retention Requirement | Georgia Statute |
|---|---|---|
| Minutes of shareholder and director meetings | Permanent | O.C.G.A. § 14-2-202 |
| Accounting records and financial statements | Permanent | O.C.G.A. § 14-2-202 |
| Stock ledger and transfer records | Permanent | O.C.G.A. § 14-2-202 |
| Bylaws and amendments | Permanent | O.C.G.A. § 14-2-202 |
| Board resolutions | Permanent | O.C.G.A. § 14-2-202 |
Maintain a stock ledger showing the names and addresses of all shareholders, the number of shares each holds, and the dates of issuance and transfer. This ledger is essential for corporate governance and tax reporting. Schedule annual director and shareholder meetings, document all decisions in written minutes, and file your annual registration with the Georgia Secretary of State between January 1 and April 1 each year (fee: $60.00). Maintain your registered agent and registered office information current by filing an Amended Annual Registration if either changes (fee: $30.00).
Contact the Georgia Secretary of State, Corporations Division, at (404) 656-2817 or visit https://ecorp.sos.ga.gov/ if you have questions about record-keeping requirements.
Step 7: Obtain an Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a federal tax identification number issued by the Internal Revenue Service (IRS). You need an EIN if your Georgia corporation has employees, operates as a corporation, or elects S-corporation status for federal tax purposes. Even single-owner corporations may need an EIN for business banking and credit purposes. The EIN application process is separate from Georgia state formation and does not involve the Georgia Secretary of State.
You can apply for an EIN online through the IRS website at no cost. The online application typically takes 15 minutes and provides your EIN immediately upon completion. Alternatively, you may apply by phone, mail, or fax, though these methods take longer to process.
Key Points for Georgia Filers
The EIN is a federal requirement, not a Georgia state requirement. You do not need an EIN to file your Articles of Incorporation with the Georgia Secretary of State. An EIN is free; any service charging a fee is unnecessary. Once you receive your EIN, use it on your Georgia annual registration and tax filings with the Georgia Department of Revenue.
Where to Apply
| Method | Details |
|---|---|
| Online | https://www.irs.gov/ein (fastest; immediate issuance) |
| Phone | 1-800-829-4933 (business hours) |
| Mail or Fax | IRS Form SS-4 (allow 4 weeks) |
After obtaining your EIN, register with the Georgia Department of Revenue for state income tax and sales-tax purposes if applicable. You'll use your EIN on your Georgia corporate income tax returns and when opening a business bank account.
Step 8: Register for Georgia State Taxes
After incorporating in Georgia, you must register with the Georgia Department of Revenue to comply with state tax obligations. Georgia imposes a 5.19% corporate income tax on Georgia taxable net income under O.C.G.A. Title 34. Corporations may also owe net worth tax, with a maximum liability of $5,000 for net worth exceeding $22 million. If you elect S-corporation status (recognized at the Georgia state level), shareholders pay the tax rather than the corporation. You must also register for sales and use tax if you meet the definition of a Georgia "dealer," and register for withholding if you have employees.
Complete your tax registrations through the Georgia Tax Center at https://gtc.dor.ga.gov or visit https://dor.georgia.gov/tax-registration. The state sales and use tax rate is 4%, plus any applicable local add-ons depending on your county and city.
Required Georgia Tax Registrations
| Registration Type | Purpose | Filing Location |
|---|---|---|
| Corporate Income |