INCORPORATION OF COMPANY- GEORGIA
Incorporation of a Limited Liability Company in the State of Georgia is governed by Title 14 of the Official Code of Georgia Annotated.
PROCEDURE FOR INCORPORATION OF A COMPANY
A name may be reserved prior to filing. A reservation fee of $25 need to accompany the request for reservation of name. 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. The number need to be placed on the Transmittal Form 231 that is filed with the articles of organization. A reservation number may also be obtained by writing to the Division at the above address.
The name of each limited liability company shall be as set forth in its articles of organization and:
- Must contain the words 'limited liability company' or 'limited company' (it being permitted to abbreviate the word 'limited' as 'ltd.' and the word 'company' as 'co.') or the abbreviation 'L.L.C.', 'LLC', 'L.C.' or 'LC';
- Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title; and
Shall not in any instance exceed 80 characters, including spaces and punctuation.
Registered Office And Agent
As per the law of this state each entity must continuously maintain in this state:
A registered office that may be the same as any of its places of business and a registered agent, who may be:
- A person who resides in this state and whose business office is identical with the registered office;
- A domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or
A foreign corporation or nonprofit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
The registered agent is the "mailbox" for the corporation. He or she is the person or entity designated by the corporation to receive any lawsuit or other official communication on its behalf. The registered agent may or may not be an owner, shareholder or officer of the corporation. Many corporations use their attorney or a professional corporate service company for this service. The registered agent's address must be a street address in Georgia, and the agent must be located at that address.
Preparation of Articles of Organization
Articles of organization must include the information described in O.C.G.A. 14-11-204. The articles of organization may be signed by any member of the limited liability company, any manager if management is vested in one or more managers, or by an organizer if the entity has been formed but it has no members or managers. The filing attorney may also sign the articles of organization. The signer should indicate in what capacity he or she is signing.
Limited liability companies are formed by filing articles of organization with the Secretary of State. 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.
The original and one copy of the articles of organization, a completed Transmittal Form 231, and the $100.00 filing fee should be mailed to the Corporations Division. Checks should be made payable to "Secretary of State". Articles of organization are effective on the date received by the Corporations Division unless a post-effective date is specified therein. A certificate of organization will be mailed to the applicant, usually in less than seven 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.
Each limited liability company must file an annual registration with the Secretary of State. The fee is $30.00. The initial registration is due between January 1 and April 1 of the year following the calendar year in which the limited liability company was formed. The registration should be filed online at georgiacorporations.org. Changes to the LLC address and/or registered agent and registered agent address throughout the year are made by filing another registration and paying the $30 fee.
An LLC 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 LLC.
FOREIGN LIMITED LIABILITY COMPANY
Foreign limited liability company means a limited liability company formed under the laws of a jurisdiction other than this state. A Foreign Limited Liability Company may also start its business by filing a certificate of authority with the Secretary of the State.
The application for certificate of authority containing the following information
- Limited Liability Company Name.
- Name of filing person (certificate will be mailed to this person, at address below)
- Jurisdiction (Home state/country)
- Date of Organization in home state
- Period of Duration
- Address of Principal Place of Business
Name of Registered Agent in Georgia
Registered Office Street Address in Georgia (Post office box or mail drop not acceptable for registered office address)
- Manager's Name & Address (Person w/responsibility for maintaining records)
Address Where Limited Liability Company Records Are Maintained
A single-page "Application for Certificate of Authority" is filed along with an original certificate of existence ("good standing") from the "home" state. The certificate of existence must be no more than 90 days old. The filing fee is $225. The corporation will then file an annual registration, and $30 fee, between January 1 and April 1. Annual registration notices are mailed to the principal office addresses of all active corporations each January.
|(1) Articles of incorporation
|(2) Application for reservation of a corporate name
OFFICE OF SECRETARY OF STATE CORPORATIONS DIVISION
315 West Tower,
#2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530