Filing Procedures For Georgia Profit And Nonprofit Corporations printable pdf download

OFFICE OF SECRETARY OF STATE

CORPORATIONS DIVISION

315 West Tower, #2 Martin Luther King, Jr. Drive

Atlanta, Georgia 30334-1530

(404) 656-2817

Registered agent, officer, entity status information via the Internet

Brian P. Kemp

Secretary of State

FILING PROCEDURES FOR

GEORGIA PROFIT AND NONPROFIT CORPORATIONS

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

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

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

entity should incorporate 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 incorporation.

Name Reservation.

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

reservation may be made at the Corporations Division web site, . A

number that remains in effect for 30 days will be provided by return e-mail within 24 hours of receipt of

the 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. Please provide the name, address and telephone number of the person making the request.

Reservations are not available by telephone. 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) or

O.C.G.A. 14-3-202 (nonprofit). Articles must be submitted on white 8½x11 paper. An incorporator

named in the articles or the filing attorney should sign articles of incorporation. If the Chairman of the

Board of Directors or corporate officer of a profit corporation has been elected, he or she may sign the

articles. Beneath the signature, the signer should indicate in what capacity he or she is signing.

Filing of Articles of Incorporation and Data Transmittal Form 227.

The original and one copy of the articles of incorporation, a completed Transmittal Form 227, and the

$100.00 filing fee should be mailed 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 post-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 incorporation.

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 $30. The registration form should

be filed online at . Corporations that form between October 2 and December 31

file the initial form between January 1 and April 1 of the ensuing year. Changes to the corporate address

and/or officers throughout the year are made by filing another registration form and paying the $30 fee.

A corporation that does not submit its annual registration is subject to administrative dissolution. There is

a $100 fee, plus past due registration fees, to reinstate an administratively dissolved corporation.

PROFIT CORPORATIONS.

Filing Procedures For Georgia Profit And Nonprofit Corporations

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