Register a Corporation (2024)

A corporation is a type of business entity that has limited liability and is separate from its owners, the shareholders.

A corporation is composed of three different groups: shareholders (or members, in a nonprofit corporation), directors, and officers. Debts taken on by the corporation generally cannot be collected from the shareholders, directors, or officers.. For-profit corporations pay tax on earned income and shareholders pay tax on dividends received. Certain smaller corporations may also elect with the Internal Revenue Service to be an S-Corporation, which is taxed more like a partnership.

How Do I … Register a Corporation?

  • Get Prepared

    • Do your research to be sure a corporation is the right structure for your business entity.
    • Determine if you are a foreign or domestic business entity. A domestic entity is one that is being created for the first time in Georgia. A foreign entity is one that already exists outside of the State of Georgia - whether that is another country or simply another U.S. state. Foreign entities must follow a different procedure to do business in Georgia.
    • Select a registered agent for your business entity. The registered agent is the person or entity designated to receive any service of process, documents, or other official communication on behalf of the business. A registered agent must be located in Georgia.
    • For a profit corporation, determine the number of authorized shares your company will have. You will need to include the total number of shares when you register your corporation with the Secretary of State.
    • For a nonprofit corporation, determine whether the corporation will have members.
    • Have any optional provisions prepared in advance. Optional provisions refer to information about the entity that are not required by law, such as 501(c)(3) language for a nonprofit corporation.
  • Gather What You'll Need

    • Name of the corporation or a valid name reservation number
    • Name and address of the person filing for the corporation
    • A valid email address
    • Mailing address of the principal office
    • Name and address of the registered agent
    • Name and address of each incorporator
    • Number of authorized shares for a profit corporation
    • Any optional provisions you need to add to your articles of incorporation
    • A form of payment. Depending on how you apply, your form of payment will be one of the following: credit card, (MasterCard, Visa, American Express, and Discover Cards), check, cashier’s check, or money order.
  • Create & File Registration

    You can register a corporation online, by mail, or in person. Applications can be expedited for additional fees. Each registration method has different processing times and expedite options.

    • Register online
      1. Visit the Secretary of State’s online services page.
      2. Create a user account.
      3. Select “create or register a business”. Select “I am creating a new domestic business” and choose your desired domestic corporation: domestic profit, domestic professional, or domestic nonprofit.
      4. Fill out the required information about your business entity (listed above).
      5. Pay the $100 filing fee by approved credit card: Visa, MasterCard, American Express, or Discover.

      Processing Time: 7 business days; registrations can be expedited for an additional fee. Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250.

    • Register by mail
      1. Draft your Articles of Incorporation. A sample Articles of Incorporation may be viewed in the document Filing Procedure - Corporation.
      2. Download and fill out the Transmittal Form - Corporation (CD 227) from the Georgia Secretary of State website.
      3. Mail the completed articles of organization, transmittal form, and $110 filing fee by check or money order to:

        Office of Secretary of State
        Corporations Division
        2 Martin Luther King Jr. Dr. SE
        Suite 313 West Tower
        Atlanta, Georgia 30334

      Processing Time: 15 business days; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250. Processing in one hour costs an additional $1,000.

    • Register in person
      1. Draft your own Articles of Incorporation. A sample Articles of Incorporation may be viewed in the document Filing Procedure - Corporation.
      2. Download and fill out the Transmittal Form - Corporation (CD 227) from the Georgia Secretary of State website.
      3. Submitthe completed Articles of Organization, transmittal, form, and $110 filing fee to the Secretary of State's Corporations Division.
        Office of Secretary of State
        Corporations Division
        2 Martin Luther King Jr. Dr. SE
        Suite 313 West Tower
        Atlanta, Georgia 30334

      Hours: 8:00 AM - 5:00 PM, Monday-Friday (except state holidays)

      Response Time: Varies; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250. Processing in one hour costs an additional $1,000.

    • Next Steps

      • Provided all of your information is valid and your name has not been taken, you will receive your Certificate of Incorporation within the specified processing time.
      • Within 90 days of incorporation, each Georgia corporation must file an initial annual registration that lists three principal officers with the Secretary of State. The fee is $50.00 for profit and professional corporations, and $30.00 for nonprofit corporations. Corporations that form between October 2 and December 31 must file the initial annual registration between January 1 and April 1 of the next calendar year.
      • Each year, you must file an annual registration for your corporation between January 1 and April 1. If you do not, your corporation will be administratively dissolved for failure to file your annual registration. You may file an annual registration for a period up to and including 3 calendar years in advance.
      • It is important to note that registering with the Georgia Secretary of State is not the only step you will need to takebefore you can start doing business in the State of Georgia.
    • Get Prepared
    • Gather What You'll Need
    • Next Steps

    Georgia Secretary of State About

    Primary

    237 Coliseum Drive Macon
    Macon, GA 31217-3858

    Primary
    (404) 656-2817
    Press Office
    (470) 312-2733
    Fax
    (404) 656-0513

    [emailprotected]

    Mail to

    2 MLK Jr. Dr. S.E. - Floyd W. Tower
    Suite 814
    Atlanta, GA 30344

    More Resources

    Related Services

    • Register a Limited Partnership with Georgia Secretary of State

    • Register an LLC with Georgia Secretary of State

    Register a Corporation (2024)

    FAQs

    Why is it hard to form a corporation? ›

    The administration of a corporation is complicated since certain federal and state tax procedures are necessary and some accounting methods may not be available. Cost. The cost to incorporate an entity can be considerable. There are also annual filing fees that must be paid in most states.

    What is the best state to start a corporation? ›

    States that are often considered favourable for incorporation due to their privacy laws include:
    • Delaware. Incorporating in Delaware allows corporations to keep shareholder names off public filings and does not require directors' names to be listed in the formation documents. ...
    • Wyoming. ...
    • Nevada. ...
    • New Mexico. ...
    • Alaska.
    Nov 28, 2023

    What are the four steps the owner must take to form a corporation? ›

    Basic Steps to Forming a Corporation
    • Decide Where to Form Your Company. You can incorporate in any of the 50 states. ...
    • Choose a Corporate Name. ...
    • Choose a Board of Directors. ...
    • Choose Corporate Officers. ...
    • Designate a Registered Agent.

    Is Delaware the best place to incorporate? ›

    Benefits of Incorporating in Delaware

    Delaware also does not have a sales tax, investment income taxes, inheritance taxes or personal property taxes. While companies do have to pay a franchise tax to register in Delaware, this can be pennies compared to the income tax other states would charge.

    Is a corporation easier to form than an LLC? ›

    Ease of Forming

    Creating a limited liability company (LLC) is a much simpler process than creating a corporation and generally takes less paperwork. LLCs are under the jurisdiction of state law, so the process of forming an LLC depends on the state where it is being filed.

    What are 3 disadvantages of a corporation? ›

    Disadvantages of a corporation business structure
    • A corporation is a distinct legal entity. The business is governed by a board of directors. ...
    • Double-taxation. Corporations pay taxes on profits distributed to shareholders. ...
    • More complicated to form. ...
    • More requirements. ...
    • Higher costs.

    What corporation is best for small business? ›

    Limited liability company (LLC)

    LLCs protect you from personal liability in most instances, your personal assets — like your vehicle, house, and savings accounts — won't be at risk in case your LLC faces bankruptcy or lawsuits.

    Where is the best place to register a corporation? ›

    Three states are particularly known for having legal systems beneficial for businesses: Delaware, Nevada, and Wyoming. Advantages of forming a business in Delaware: Delaware offers businesses flexibility in setting up their corporate officers and board structures.

    What is required in most states to form a corporation? ›

    To form a corporation in California, Articles of Incorporation must be filed with the California Secretary of State's office. Forms for the most common types of Articles of Incorporation are available on our Forms, Samples and Fees webpage. You may use the form or prepare your own statutorily compliant document.

    How to start a corporation for dummies? ›

    Contents
    1. Choose a business name.
    2. Register a DBA.
    3. Appoint directors.
    4. File your articles of incorporation.
    5. Write your corporate bylaws.
    6. Draft a shareholder agreement.
    7. Hold initial board of directors meeting.
    8. Issue stock.
    Feb 29, 2024

    Can you have a corporation with one person? ›

    That is just fine; one person or multiple people can own a corporation.

    Why would a small business turn into a corporation? ›

    A business can choose to operate without incorporating. Or it may seek to incorporate in order to establish its existence as a legal entity separate from its owners. This means that the owners cannot be held responsible for the debts of the corporation.

    Why not to incorporate in Delaware? ›

    Challenges associated with incorporating in Delaware

    Every company that incorporates in Delaware must have a registered agent with a physical address in the state. This means that if your business isn't physically located in Delaware, you'll need to hire a registered agent service, which incurs an additional cost.

    Why are businesses leaving Delaware? ›

    The trend of public companies leaving Delaware for more favorable states like Nevada is gaining momentum. This shift is driven by the state's regulatory environment, tax benefits, and overall business climate.

    Why do most people incorporate in Delaware? ›

    The reason is that Delaware has a well-respected and established corporate court system as well as business-friendly tax, legal and regulation policies.

    What is the main disadvantage of the corporate form? ›

    Answer and Explanation:

    The main disadvantage of the corporate form of organization is the double taxation of shareholders.

    Why a corporation is a more complicated form of business ownership? ›

    Corporations are more expensive and complicated to set up and administer than sole proprietorships or partnerships. Corporations require a charter, must be governed by a board of directors, pay legal fees, and meet certain accounting requirements.

    Why is it not a good idea to start a business as a corporation? ›

    Cost: Incorporating generally requires more funds upfront. Some states charge corporations an annual franchise tax. Double Taxation for C Corps: The profits of a c corp can be taxed both as corporate income and again as personal income when given to shareholders. This occurs most often in larger corporations.

    Why is it so complicated to start a business? ›

    It can also be one of the most challenging and overwhelming experiences. Starting a business requires a lot of planning, hard work, and dedication. It also involves taking risks, making difficult decisions, and dealing with financial and legal issues.

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