Georgia Corporation FAQ — Common Questions About Incorporating

How do I form a corporation in Georgia?

You file Articles of Incorporation with the Georgia Secretary of State's Corporations Division through the eCorp portal. The Articles name the corporation, state the number of authorized shares, list the registered agent and registered office in Georgia, give the principal office address, and identify the incorporator. After filing, Georgia requires you to publish a notice of intent to incorporate in a county legal newspaper, and then you adopt bylaws, hold an organizational meeting, and issue stock.

What is the newspaper publication requirement?

Georgia is one of the few states that still requires new corporations to publish a notice of intent to incorporate. The notice runs in the official legal organ — typically the designated legal newspaper — of the county where your registered office is located, and the fee is paid to the newspaper, not the state. It's a separate step from the state filing and is one of the most commonly missed parts of incorporating in Georgia.

How long does incorporation take?

Standard online filings through eCorp generally process within about a week to ten business days. Georgia offers expedited options for faster turnaround. Keep in mind the publication step runs on the newspaper's schedule, separate from the state's processing time.

Can I incorporate if I don't live in Georgia?

Yes. Georgia doesn't require shareholders, directors, officers, or the incorporator to be Georgia residents. The only in-state requirement is a registered agent with a physical Georgia street address, which a commercial service can provide.

What's the difference between a corporation and an LLC in Georgia?

A corporation has a formal three-tier structure — shareholders own it, a board of directors governs it, and officers run it — and it must follow corporate formalities like adopting bylaws, holding meetings, and keeping minutes. An LLC is more flexible and less formal, run by members or managers under an operating agreement. Corporations are usually chosen when the business plans to raise investment, issue stock to employees, or wants a formal governance framework; LLCs are often simpler for closely held small businesses.

What are bylaws?

Bylaws are a corporation's internal governing document — the corporate equivalent of an LLC's operating agreement. They set the rules for shareholder and board meetings, officer duties, voting, quorum, and stock. Bylaws are not filed with the state; they live in your corporate records. Georgia expects a corporation to have them.

Do I have to name directors when I file?

No. Georgia doesn't require you to list directors, officers, or shareholders in the Articles of Incorporation. You name the incorporator and registered agent, state your authorized shares, and provide addresses. Directors and officers are appointed at the organizational meeting and recorded internally.

Can one person be the whole corporation?

Yes. A single individual can be the sole shareholder, sole director, and hold every officer position. You still adopt bylaws, hold an organizational meeting, issue stock to yourself, and keep minutes — those formalities are what preserve the liability protection.

Is a Georgia corporation a C-corp or an S-corp?

By default it's a C-corporation for federal tax purposes, which means the corporation pays corporate income tax on its profits and shareholders pay tax again on dividends. Many small corporations file an election with the IRS to be treated as an S-corporation, which passes profits through to shareholders' personal returns and avoids that double layer. The S-corp election is a federal choice made with the IRS, not something you decide at the state level.

Does a Georgia corporation need an EIN?

Yes, always. Unlike a single-member LLC, a corporation can never use an owner's Social Security number — it needs its own federal Employer Identification Number from the IRS. You'll use it to open a bank account, hire employees, and file returns. The IRS issues EINs at no cost.

What state taxes apply?

Georgia imposes a corporate income tax on C-corporations and has a net worth tax component tied to the corporation's net worth. S-corporations generally pass income through to shareholders. Depending on what your corporation sells and whether it has employees, you may also need to register for sales tax and withholding with the Georgia Department of Revenue. Talk to a CPA about your specific tax picture.

Does my corporation need a registered agent?

Yes. Georgia requires every corporation to continuously maintain a registered agent with a physical Georgia street address, available during business hours to receive service of process and state notices. You can serve yourself, name another individual, or use a commercial service. The corporation can't be its own agent.

What is the annual registration?

Every Georgia corporation files an annual registration with the Secretary of State and pays the fee each year by April 1. It confirms your registered agent and address information. Georgia offers a "One-Click" renewal for straightforward filings. Missing the deadline can bring late fees and, eventually, administrative dissolution.

What happens if I miss the annual registration?

A late annual registration can trigger a penalty, and continued failure to file leads the Secretary of State to administratively dissolve the corporation. A dissolved corporation loses its good standing and can't operate as a corporation until it's reinstated, which requires catching up on filings and fees. Filing on time is far cheaper and simpler.

How do I keep my corporation in good standing?

File the annual registration by April 1, keep a valid registered agent on record, keep your addresses current, hold and document required meetings, keep corporate and personal finances separate, and stay current on federal and Georgia taxes. Good standing is mostly about consistency — a few recurring tasks done on schedule.