Filing Procedures For Forming Georgia Profit And Nonprofit Corporations printable pdf download

OFFICE OF SECRETARY OF STATE

CORPORATIONS DIVISION

237 Coliseum Drive

Macon, Georgia 31217-3858

(404) 656-2817

sos.georgia.gov/corporations

Brian P. Kemp

Secretary of State

FILING PROCEDURES FOR FORMING

GEORGIA PROFIT AND NONPROFIT CORPORATIONS

Corporations are formed by filing articles of incorporation with the Secretary of State. The minimum

requirements of Georgia law are outlined herein. Many other provisions may, and perhaps should,

be included in the articles. It is very simple to form a corporation. The question of whether or not a

corporation should be formed is complex. The Corporations Division strongly recommends that

filers obtain professional legal, tax and/or business advice to assure the filer’s goals and intentions

are met, and that requirements of the law are satisfied, both before and after formation of the entity.

Name Reservation

A name may be reserved prior to filing. A reservation fee of $25 must accompany the request. The

reservation may be made online or by submitting a Name Reservation Request form. A name reservation

number that remains in effect for 30 days will be provided by return email within 24 hours of receipt of an

online request and within 36 hours of receipt of a mail-in request, and often sooner. Place the number on

the Transmittal Form 227 that is filed with the articles of incorporation. A reservation number may also be

obtained by writing to the Division at the above address. Name reservations are not available by

telephone. Entity formation filings are accepted without a name reservation.

Preparation of Articles of Incorporation

Articles of incorporation must include the information described in O.C.G.A. §§ 14-2-202 (profit

corporation) or 14-3-202 (nonprofit corporation). Articles may be filed online or mailed to the

Corporations Division at the above address. Articles mailed to the office must be submitted on white

8½x11 paper. An incorporator named in the articles or an attorney in fact must sign articles of

incorporation. The signer(s) should indicate in what capacity he or she is signing. The signature does not

need to be notarized.

Filing of Articles of Incorporation and Data Transmittal Form 227

For filings not submitted online, the original and one copy of the articles of incorporation, a completed

Transmittal Form 227, and the $100.00 filing fee should be mailed or delivered to the Corporations

Division at the above address. Checks should be made payable to “Secretary of State.” Articles of

incorporation are effective on the date received by the Corporations Division unless a delayed effective

date is specified therein. A certificate of incorporation will be mailed to the applicant, usually in five to

seven business days. Workload issues will sometimes result in a longer turnaround time, perhaps up to

12 business days. Filings that are not complete will be returned to the applicant along with a notice that

describes the deficiency. If corrected and returned within 60 days the initial date of receipt will be the

date of formation. Deficient filings are deemed abandoned if still pending after 60 days from initial

receipt of the filing. After the filing is deemed abandoned, a new filing, including new filing fees, will be

required.

Corporate Officers and Annual Registration

Within 90 days of incorporation, each Georgia corporation must file an initial annual registration form

that lists three principal officers with the Secretary of State. The fee is $50. Corporations that form between

October 2 and December 31 must file the initial annual registration form between January 1 and April 1 of

the next calendar year. Subsequent annual registrations are filed between January 1 and April 1 each year

thereafter. The annual registration should be filed online at Changes

to the corporation’s address and/or registered agent and registered office address throughout the year

are made by filing another annual registration and paying the $50 fee. A corporation that does not submit

its annual registration is subject to administrative dissolution. An administratively dissolved corporation

may be reinstated within 5 years of the effective date of dissolution. There is a $250 fee to reinstate an

administratively dissolved corporation.

Filing Procedures For Forming Georgia Profit And Nonprofit Corporations

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