How To File A C Corp In Georgia
Business owners looking to file as a C Corp in Georgia are in luck. Fortunately, the Office of the Secretary of State compiled a list of Filing Procedures for Forming a Georgia Corporation. Curious about where to begin when filing a C Corp in Georgia? Business owners should be sure to complete these actions to ensure they remain in compliance with the state.
Choose A Name
The first step that new business owners should take when filing as a C Corp in Georgia is to choose a business name. In fact, potential owners could reserve a name before submitting any documents related to business registration. Doing so costs a mere $25 and could be well worth a business’ while to ensure they secure the name they’d like. Potential business owners can reserve a name online or by mailing in a Name Reservation Request form. The reservation request is typically processed within 3 to 5 business days of receipt and is valid for 30 days.
However, reserving a name is not a requirement when filing as a C Corp in Georgia. The state will gladly accept registration filings and entity formation filings that do not have a name reservation. If a potential owner has reserved a name, he or she can redeem the reservation by entering the reservation number in the business formation application.
New owners should choose a name that is unique and distinguishable from other names that have already been selected in the state. Just because a potential owner submits a name reservation does not mean they are automatically entitled to the name. They should instead browse the database of business names on the Office of the Secretary of State’s website to ensure the name they’d prefer is valid.
If new owners struggle to come up with a name, that’s ok. They should choose something that is somewhat broad and does not limit the scope of their business. Try avoiding titles that include locations, such as “Athen’s Accounting Corporation.” Once a new business owner has filed as a C Corp in Georgia, they can file a Doing Business As form to select a name that’s more appropriate to the type of business they’re conducting.
Prepare And File The Articles Of Incorporation
After choosing a name, those looking to file as a C Corp in Georgia must submit the Articles of Incorporation, meeting the requirements outlined in O.C.G.A. 14-2-202 Business owners have the option to register their Articles of Incorporation online or mail them to the Corporations Division of the Office of the Secretary of State. The state recognizes the individual completing these forms as the incorporator. The Articles of Incorporation must be signed by the incorporator or by an attorney in fact.
There is also a $100 filing fee required when submitting the Articles of Incorporation. The fee is non-refundable. If an owner chooses to send these documents by mail, they can make the check payable to “Secretary of State.” Once the state has received and processed the documents, they will mail a certificate of incorporation to the incorporator. It typically takes the state of Georgia five to seven business days to process this paperwork.
Failure to complete the Articles of Incorporation accurately could result in costly delays. The state of Georgia will mail the application back to the incorporator with an explanation of the deficiencies of the form. From there, incorporators have 60 days to return the form if they wish for the state to recognize their original filing date. Otherwise, the application will be deemed deficient, and incorporators will need to submit an additional $100 to file the Articles of Incorporation again.
When filing an Articles of Incorporation, business owners will need to include the exact name of the corporation, as well as the number of shares that the corporation is going to issue. The number of shares listed in the Articles of Incorporation will be considered the maximum number of shares that the company can issue. If the corporation wishes to issue more shares, the board of directors will need to amend the company articles. The C Corp cannot say that they will issue zero shares.
Additionally, the Articles of Incorporation will need to include all information about the registered agent. The registered agent is an individual or third-party company who the incorporator has chosen to accept legal documents and notice of litigation on the corporation’s behalf. The registered agent must provide a street address in the state of Georgia and be accessible at this address during regular business hours. The C Corp cannot serve as its own registered agent.
Lastly, the Articles of Incorporation must include the name and address of each incorporator involved with the filing. Incorporators are those tasked with completing this document and organizing the corporation. The business owner, or person interested in starting a C Corp in Georgia, will likely serve as the incorporator. When signing the document, the incorporator must state the capacity in which he or she is signing.
File The Annual Registration
After the incorporator receives the certificate of incorporation from the state of Georgia, they have 90 days to file an initial annual registration. The initial yearly registration form must list at least three principal officers (President, Secretary, and treasurer) of the C Corp. There is an additional $50 fee associated with filing this paperwork. If a business owner files as a C Corp in Georgia between October 2 and December 31, he or she must submit the initial annual registration between January 1 and April 1 of the following calendar year. The state of Georgia recommends that corporations file their yearly filings online. C Corps in Georgia can update numerous aspects of their business when filing the annual registration, including the:
- Corporation’s address
- Corporation’s officers
- Registered agent name
- Registered agent address
If a corporation does not submit their initial yearly registration, and subsequent annual registrations, to the state of Georgia, they are subject to administrative dissolution. If the state dissolves a company, there is a $250 reinstatement fee.
DoMyLLC Can Help
If you are an entrepreneur looking to file as a C Corp in Georgia, you may be in need of assistance when it comes to your administrative filings. Fortunately, DoMyLLC is here to help. From advising you which paperwork to file to ensuring you meet deadlines, we’re here for you.