Key Takeaways

  • To incorporate in Georgia, you must prepare and file Articles of Incorporation with the Secretary of State, along with Transmittal Form 227 and the filing fee.
  • One of the earliest steps to incorporate in Georgia is reserving a unique business name and publishing an intent to incorporate in a local newspaper.
  • Corporations must appoint a registered agent with a Georgia physical address to accept service of process and official correspondence.
  • Within 90 days of formation, corporations must file an initial registration and designate principal officers; annual renewals are required to maintain good standing.
  • Nonprofits follow similar filing steps but have additional publication and IRS compliance requirements to qualify for tax-exempt status.

Learning how to file Articles of Incorporation in Georgia correctly is important. You have to reserve the name you are planning on using prior to becoming incorporated and must publish your intent to do so in the newspaper.

Georgia Specific Requirements

As an incorporator, you create the organization, sign the Articles of Incorporation, and file them with the Secretary of State. Georgia requires that the name and address of all incorporators be included in your Articles. Articles must be signed by one of the following:

  • The Incorporator
  • A lawyer
  • Board of Directors chairperson
  • Corporate Officer

Reserving Your Business Name

Before filing your Articles of Incorporation, Georgia requires you to reserve your business name with the Secretary of State. The name must be distinguishable from existing entities, not misleading to the public, and must include an acceptable corporate ending such as “Inc.,” “Corp.,” or “Company.” You can complete the reservation online for a small fee, and the reservation holds your chosen name for 30 days. Reserving a name first helps avoid rejection of your filing due to naming conflicts.

Additional Requirements

To comply with Georgia law, you must state the maximum number of stock shares, which has to be greater than zero, that your corporation will be allowed to issue without making changes to the Articles. Your articles are considered in effect once the following pieces are filed with the Secretary of State:

  • Original Articles
  • One copy of Articles
  • Transmittal Form No. 227
  • Filing Fee

All Georgia corporations must have a registered agent named in the Articles of Incorporation who can receive government, tax, and legal documents at a physical location during normal business hours.

Publishing Notice of Intent to Incorporate

Georgia law requires new corporations to publish a notice of intent to incorporate in the official legal organ (a designated local newspaper) of the county where the business’s registered office is located. The notice must be published once a week for two consecutive weeks and filed within one business day after submitting your Articles of Incorporation. You must also pay the newspaper’s publication fee, which varies by county. Proof of publication should be retained for your records, as it demonstrates compliance with statutory requirements.

Components of the Articles of Incorporation

Your Articles must include the following pieces:

  • Corporation name as it will be listed on all legal documents
  • Mailing address of principal office, which can be a PO Box, where you will receive all correspondence from the Corporations Division

Filing Methods and Processing Times

Articles of Incorporation can be filed online through the Georgia Corporations Division’s eCorp system, by mail, or in person. Online filings are generally processed faster, while mailed forms may take several weeks. Expedited services are available for an additional fee. Once approved, the Secretary of State will issue a Certificate of Incorporation, confirming your corporation’s legal existence.

Additional Required Paperwork

As a corporation, you are required to file the initial registration form, listing its three main officers, and the required filing fee within the first 90 days of being incorporated and every year following. If your corporation is formed between the dates of October 2 and December 31, your initial form must be filed between the dates of January 1 and April 1 of the next year.

Annual Registration and Officers

Your corporation must file their annual registration form with the Secretary of State, listing three principal officers within 90 days of incorporating. Failing to do so can result in an administrative dissolution, where a $250 fee to reinstate will be applied.

Corporate Bylaws and Recordkeeping

Although bylaws are not filed with the Secretary of State, every Georgia corporation should adopt internal bylaws. Bylaws establish governance procedures, outline shareholder rights, and specify how directors and officers are elected. Corporations must also maintain records such as meeting minutes, shareholder agreements, and financial statements at their principal office. These documents may be required during audits or disputes, and they help ensure compliance with state corporate law.

Corporation Naming Guidelines

One of the first things you need to do is select a name for your company. Once you have selected a name, you must reserve it and pay the reservation fee online. Your name needs to be exclusive to you, can not purposely be too close to a name previously recorded with the Secretary of State, and end with one of the following suffixes:

  • Corporation
  • Corp.
  • Incorporated
  • Inc.
  • Company
  • Co.

Foreign Corporations Doing Business in Georgia

If your corporation was originally formed in another state but plans to transact business in Georgia, you must file an Application for Certificate of Authority with the Georgia Secretary of State. This process requires submitting a certified copy of your Articles of Incorporation from your home state, designating a Georgia registered agent, and paying the required filing fee. Foreign corporations must also comply with Georgia’s annual registration requirements once authorized.

Forming a Georgia Nonprofit

The following steps are guidelines for forming a nonprofit in Georgia:

  1. Create a name with an approved suffix.
  2. Identify incorporator(s) and specify the number in your bylaws.
  3. Establish bylaws.
  4. File the Articles of Incorporation for Georgia nonprofits at the Corporation Division.
  5. Complete, file, and submit payment for annual reports to the Georgia Secretary of State.
  6. Hold an initial meeting where a board of directors will be appointed, and bylaws will be approved and adopted.
  7. Request 501c3 tax-exempt status and Employer Identification Number (EIN) from the IRS for your nonprofit. You will receive a Letter of Determination in the mail notifying you of their decision.

Articles of Incorporation for Georgia Nonprofits

The following needs to be included when you submit your articles:

  • Original Articles on standard white 8.5 x 11 inch paper
  • A copy of Articles
  • Transmittal Form 227
  • Filing fee

Once submitted, you will be emailed an identification number within one day, which will remain effective for the next 30 days.

Additional Requirements for Nonprofits in Georgia

To start a Georgia nonprofit, you need submit your intent, plus the publication fee of $40, to the official newspaper of the county in which your incorporation will be located within one business day after filing.

Obtaining Tax Exempt Status

Additional language in Articles, found in IRS Publication 557, is required if seeking tax exempt status. Seeking tax exempt status at a later date will require amending Articles and additional filing fees. Once complete, you can seek Georgia tax exempt status.

Frequently Asked Questions

1. Do I have to reserve my corporation name before filing?

Yes, Georgia requires name reservation before filing Articles of Incorporation. The reservation holds the name for 30 days until your filing is complete.

2. What is the notice of intent to incorporate?

It is a mandatory newspaper publication that informs the public of your intent to form a corporation. It must be published within one business day after filing your Articles.

3. How long does it take to incorporate in Georgia?

Online filings may be processed in about 5–7 business days, while mail filings can take several weeks. Expedited processing is available for a fee.

4. Are bylaws required in Georgia?

Bylaws are not filed with the state, but every corporation should adopt them internally to establish governance rules and compliance practices.

5. What if my corporation is based outside Georgia but operates here?

You must register as a foreign corporation by filing for a Certificate of Authority with the Georgia Secretary of State.

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