When forming an S Corporation in Georgia, there are certain regulations and requirements you must follow. Corporations must follow Georgia state and federal regulations for all corporations in the United States. By following the steps in this guide, you can be sure your S corporation will meet the proper criteria.

1. Choose a Name for the S Corporation

As with any type of corporation, the name must be no longer than 80 characters. This includes all characters, including letters, spaces, special characters, or punctuation. In addition, the corporation name must include one of the following terms or an abbreviated version of them:

  • Corporation
  • Incorporated
  • Company
  • Limited

The name of the corporation must be noticeably different than any other corporation or business entity that has already been filed in the state of Georgia. You can check this by accessing the corporate division business name database.

2. File an Article of Incorporation

After choosing the name of the corporation, the next step is to file the appropriate paperwork with the state of Georgia, which consists of the article of incorporation. The Georgia Secretary of State requires that the article of incorporation contains the following information:

  • Corporation name
  • Number of company shares
  • Name and address of the registered agent
  • Name and address of all incorporators
  • Official address of the corporation

When filing an article of incorporation, the corporation must pay all fees charged by the state of Georgia. The corporation must ensure all requirements are met in order for the documentation to be accepted.

3. Appoint a Registered Agent

The registered agent of the corporation is the person or organization responsible for correspondence on behalf of the business. This includes legal documents, filings, and other official correspondence. The registered agent does not necessarily need to be a person, and can instead be a company or business entity as long as they are authorized to do business in the state of Georgia.

4. Arrange a Records Book for the Corporation

A corporate records book should be used to keep all important documents for the company. This includes meeting minutes from shareholder meetings and stock certificates. The records book should also hold other vital documents for the company.

5. Create a Set of Corporate Bylaws

The corporate bylaws should be the ground rules detailing how the corporation is expected to operate. This is not something that is filed with the state, but instead kept and followed to maintain the company's vision.

The corporate bylaws are not a requirement, but there are two main reasons to take the time to create them:

  • They help to establish operating rules for the corporation.
  • They help show creditors, banks, and the IRS that the corporation is legitimate.

6. Appoint the Initial Corporate Directors

The initial corporate directors are those who will serve on the board of directors until the first annual board meeting. These directors must be officially appointed, which is typically done by the incorporator, who is the person that signed the article of incorporation. When choosing the initial corporate directors, the incorporator must complete an incorporator's statement, which includes the names and addresses of all the initial corporate directors.

There are several guidelines that apply to the process for appointing the corporate directors. The guidelines include the following:

  • A corporation is permitted to have one or more directors. The state does not restrict corporations to a maximum number of directors.
  • The number of corporate directors must be listed in the article of incorporation or corporate bylaws.
  • All corporate directors must be at least 18 years old.
  • Directors are permitted to live anywhere and do not have to reside in Georgia.
  • A shareholder is allowed to be a corporate director.

7. Ensure Compliance with Georgia and Federal Regulations

Corporations forming in Georgia must be sure to meet all regulations for the state, as well as federal requirements. This includes annual registration fees, such as the 50-dollar fee for annual registration that must be paid each year. If these fees are not paid on time by the corporation, it can result in administrative dissolution of the company and a 250-dollar fee to reinstate the company.

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