How to Form an S Corp in Georgia

Pick a name for your S corporation

The first step in registering your business in Georgia is to create a business name. This name must be unique from other companies to be valid. Having an easily identifiable name that reflects your business’s brand identity also helps it stand out against the competition.

Georgia requires that all S corporations have a corporation designator such as the words “Company,” “Corporation,” or “Incorporated” in their company name. This designator can also be abbreviated. The name must also not be misleading or include prohibited words such as “university” or “bank” to avoid misleading potential customers.

Reserve your business name

You won’t need to worry about losing your new name during incorporation. Georgia allows all corporations to reserve their company name for up to 30 days. During this time, the name is unavailable to all other businesses to prevent the name from being taken. While reserving a name is optional, saving your corporate name gives you time to complete the incorporation process without the stress of losing it.

Georgia allows business owners to reserve company names for a fee of $25.

Appoint a registered agent

Georgia requires that all registered corporations have a registered agent regardless of their structure. This individual or company will receive legal documents or notices and inform the business owners. Because they are handling important documents, choosing a trustworthy agent for your company is essential.

Registered agents must be available during regular business hours and have a physical address in Georgia. If the person matches these requirements, they can be your registered agent. You can even appoint yourself as your agent, though many businesses hire a professional for more legal security.

Filing the Articles of Incorporation

S corporations in Georgia must file the Articles of Incorporation with the Georgia Secretary of State. These documents tell the government about your business and the parties involved in it. Important information in these documents includes your business’s name, address, purpose, number of shares, and registered agent information.

Filing the Articles of Incorporation will cost $110 to file through mail and $100 online.

Obtain your Employer Identification Number (EIN)

All new business owners in Georgia should obtain an Employer Identification Number from the IRS. EINs are incredibly important for many business functions, including opening business bank accounts, hiring employees, and paying corporate taxes. The IRS offers different ways to apply for an EIN so business owners can easily apply.

Create your business’s corporate bylaws

While you won’t need to file corporate bylaws, Georgia still requires that all S corps create corporate bylaws during the incorporation process to keep the business running smoothly. Corporate bylaws describe how the company should operate and all owner’s roles in maintaining the business. Corporate bylaws keep decision-making consistent and protect the company from potential legal trouble or internal conflicts between organization members. 

You must discuss these bylaws with the board of directors. The company will implement these bylaws once the board agrees to their terms and signs off on them.

Hold the first corporate meeting

As mentioned, the board of directors must adopt the bylaws you created. A corporate meeting should be held with the board to adopt bylaws, appoint officers, and distribute stock to shareholders. Distributing stock allows shareholders to own parts of the S corp and assist in business decisions. You should keep records of this meeting for future reference.

File Form 2553 and obtain S corp status

Filing form 2553 with the IRS gives companies the S corp status and the related tax benefits, such as pass-through taxation. Eligible businesses must be domestic, have fewer than 100 shareholders, only issue shares to individuals or certain trusts, and only have one type of stock. All shareholders must agree to become an S corp and sign the document before the government can accept it.

You must file Form 2553 within 3 years and 75 days of starting the business.

Apply for business licenses

Business licenses allow your business to operate legally in the state of Georgia. The government in Georgia requires that all companies have an operating license from their respective locations. Professional companies operating in specific industries may need to apply for additional licensing. For example, businesses in the construction industry may need a general contractor license before starting any projects.

For more information on licensing requirements, visit Georgia’s Secretary of State License Application website.

Register for state taxes

Once you have your required licenses, you must register your business for state taxes with the Georgia Department of Revenue. These taxes include employee tax withholdings and sales taxes on goods or services. Applying for and paying these taxes can be done through Georgia’s Tax Center website.

File annual reports

The final step to incorporating your business is to file your first annual report. These reports act as a way to update the government about your business, including its name, address, and registered agent information. For S corps in Georgia, filing an annual report costs $50.

• More trustworthy: Having an official government-recognized company makes it more trustworthy in the eyes of consumers and investors. This extra professionalism also helps the business grow through easier stock selling.
• Flexible business structure: Because S corporations are designed for smaller businesses, they have fewer reporting requirements, formalities, and management restrictions. This flexibility allows S corps to make decisions faster without worrying about extra paperwork or meetings.

• Tax savings: S corporations save business owners money by preventing double taxation. The company can reduce tax burdens by passing all earnings or losses to its shareholders.
• Protect personal assets: Incorporating as an S corps will give you limited liability protection on your assets. This protection separates the business from the owner, preventing the owner’s assets from being seized if the company faces legal trouble.