Filing Instructions for Georgia Profit and Nonprofit Corporations

All corporations are formed by filing articles of incorporation with the Office of the Secretary of State of Georgia. The minimum requirements of for-profit, non-profit, and cooperative organizations are stated below based on the Georgia law and the requirements of the Secretary of State.

The article of incorporation may, and perhaps should, include many additional details or items. Filers may obtain professional legal, tax, and/or business advice to assure their goals and intentions are met, and that requirements of the law are satisfied.

Name Reservation

A Name should be reserved prior to filing. The reservation may be made at the Secretary of State, Corporations Division web site at:

http://www.sos.state.ga.us/corporations

Only one request should be submitted. A number, that remains in effect for 90 days, will be provided by return e-mail within two business hours of receipt of the request by the Secretary of State. That number is then place on the Transmittal Form 227 which accompanies the articles of incorporation when filed. A reservation number may also be obtained by calling the Customer Service Group at (404)656-2817.

The Articles of Incorporation

Articles of Incorporation must include the information described in O.C.G.A. 14-2-202 (profit), O.C.G.A. 14-3-202 (non-profit), or O.C.G.A. 14-2-80 (cooperative). Articles must be submitted on white, 8^1/2 x 11 paper. An incorporator named in the articles or the filing attorney should sign the 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. The signer should indicate in what capacity he or she is signing. The original and one copy of the articles of incorporation, and Transmittal Form 227, must be sent to the 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 within five business days.

Filings that are not complete will be returned to the applicant along with a notice that describes the deficiency. If corrected within 60 days, the initial date of receipt will be the date of incorporation.

Filing of Articles of Incorporation and Data Transmittal Form 227

The articles of incorporation, completed transmittal form 227 and a $60 filing fee (checks made payable to the Secretary of State) should be mailed to:

Corporations Division
Warren H. Rary, Director
315 West Tower
2 Martin Luther King Jr. Dr.
Atlanta, GA 30334

Phone (404) 656-2817 Fax (404) 657-2248

Corporate Officers and Annual Registration

Each corporation must file an annual registration with the Secretary of State within 90 days of incorporation. The fee is $15 ($10 for cooperatives). A form will be sent with the certificate of incorporation, except for filings made between October 1 and December 31. Then, registration forms will be mailed each January to the principal office address of each active corporation. Corporate officers are provided to the Secretary of State on the annual registration. Changes to the corporate address and officers may be made on the annual registration. A corporation that does not submit its annual registration is subject to administrative dissolution by the Secretary of State. An administratively dissolved corporation may be reinstated by paying past due registration fees and a $100 reinstatement fee.

For-Profit Corporation and Cooperatives

Articles of Incorporation for for-profit corporations must contain the following information:

The exact name of the corporation

1. The number of shares the corporation is authorized to issue. This will be the maximum number of shares the corporation can issue without later amending its articles to provide for a greater number. Cooperatives may organize as non-stock corporations and this should be specified in this article.
2. The street address and county of the initial registered office and the name of the initial registered agent at that office. The registered office address must be a street address; a post office box is not sufficient. The registered agent may be an individual or a corporation. This is the party designated by the corporation to accept notices on its behalf, and to alert the appropriate corporate personnel.
3. The name and address of each incorporator. The incorporator(s) is the person who signs the articles of incorporation, delivers them to the Secretary of State for filing, and then organizes the corporation. Five incorporators are required for cooperatives.
4. The corporation's initial principal mailing address. Unlike the registered office address, the principal office address may be a post office box. The principal mailing address is the address to which the Corporations Division will mail the corporation's annual registration form each January.
5. An incorporator named in the articles or the filing attorney may sign the articles of incorporation. If the Chairman of the Board of Directors or corporate officer has been elected, he or she may sign. The signer should state the capacity in which he or she is signing.

Thus, articles of incorporation for a profit corporation might appear as follows:

Articles of Incorporation
of
ABC and Associates, Inc.

Article 1.

The name of the corporation is ABC and Associates, Inc.

Article 2.

The corporation is authorized to issue (#) shares.

Article 3.

The street address of the registered office is 123 Magnolia Lane, Atlanta, Georgia 30000, in Fulton County. The registered agent is John Doe.

Article 4.

The name and address of each incorporator is:

John Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Jane Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Jack Doe 123 Magnolia Lane, Atlanta, Georgia 30000

June Doe 123 Magnolia Lane, Atlanta, Georgia 30000

James Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Article 5.

The principal mailing address of the corporation is 123 Magnolia Lane, Atlanta, Georgia 30000.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

This ______ day of ___________, 2001.

                                                                                                    ___________________________
                                                                                                    John Doe
                                                                                                    (Capacity in which person is signing)

When the corporate charter is received from the Secretary of State, the organizing directors have 30 days to hold their first meeting of the new corporation. During this meeting, permanent directors should be elected and code of bylaws adopted. The bylaws do not have to be filed with the Secretary of State.

NONPROFIT CORPORATIONS

Articles of Incorporation for nonprofit corporations include the same information required of for profit corporations, except:

                "The corporation is organized pursuant to the Georgia Nonprofit Corporation Code."

                "The corporation will have members." Or , "The corporation will not have members."

Nonprofit corporations are not automatically tax-exempt under 501©(3) or other sections of the Internal Revenue Service Code by filing articles of incorporation with the Secretary of State. Generally, nonprofit corporations must make an Application for Recognition of Exemption to the IRS for exempt status. Additional information to that required by the Secretary of State will be required in the articles of incorporation. Examples of such information are provided in IRS publication 557. Said publication, necessary applications, and other exemption information can be obtained at:

http://www.irs.ustreas.gov

A nonprofit corporation that wishes to be tax exempt and that does not include this information initially will be required by the IRS to file an amendment to their Articles of Incorporation.

Professional legal and/or tax advice should be obtained regarding what material may of should be included in the articles of a nonprofit corporation that wishes to be tax exempt.

The Articles of Incorporation for a nonprofit corporation might appear as follows:

Articles of Incorporation
of
ABC and Associates, Inc.

Article 1.

The name of the corporation is ABC and Associates, Inc.

Article 2.

The corporation is organized pursuant to the Georgia Nonprofit Corporation Code..

Article 3.

The street address of the registered office is 123 Magnolia Lane, Atlanta, Georgia 30000, in Fulton County. The registered agent is John Doe.

Article 4.

The name and address of each incorporator is:

John Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Jane Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Jack Doe 123 Magnolia Lane, Atlanta, Georgia 30000

June Doe 123 Magnolia Lane, Atlanta, Georgia 30000

James Doe 123 Magnolia Lane, Atlanta, Georgia 30000

Article 5.

The principal mailing address of the corporation is 123 Magnolia Lane, Atlanta, Georgia 30000.

Article 6.

The corporation will/will not have members.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

This ______ day of ___________, 2001.

                                                                                                            ___________________________
                                                                                                            John Doe
                                                                                                            (Capacity in which person is signing)

Publication of Notice of Intent to Incorporate

All corporations must publish a notice of intent to incorporate in the newspaper which is the official legal organ of the county where the initial registered office of the corporation is to be located, or in a newspaper of general circulation in such a county and for which at least 650 percent of its subscriptions are paid. The Clerk of Superior Court can advise you as to the legal organ in your county. The notice of intent to incorporate and a $40 publication fee should be forwarded directly to the newspaper no later than the next business day after filing articles of incorporation with the Secretary of State.

The notice should be in the following format:

NOTICE OF INCORPORATION

Dear Publisher:

Please publish once a week for two consecutive weeks a notice in the following form:

Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the (Georgia Business Corporation Code, Georgia Cooperative Marketing Act, or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (address of registered office) and its initial registered agent at such address is (name of Registered agent).

Enclosed is (check, draft, money order) in the amount of $40 in payment of the cost of publishing this notice.

Sincerely,

_____________
Authorized Signature

Other Important Information for Corporations

An Employee Identification Number will be needed. It is obtained from the IRS by filing Form SS-4. Call 1-800-829-3676 or visit the IRS web site.

The Georgia Department of Revenue should be contacted regarding compliance with state tax laws. Income and net worth information may be obtained by calling (404) 656-4191. Sales and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR's web site: http://www2.state.ga.us/Departments/DOR

Many corporations will be required to obtain workers compensation insurance. Workers compensation information may be obtained by calling 1-800-533-068 or (404) 656-3818.

Many corporations will be subject to unemployment tax requirements of the "Georgia employment Security Law." Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or at: http://www.dol.state.ga.us

Nonprofit corporations that will be soliciting or accepting contributions in Georgia should contact the Charitable Organizations section of the Office of Secretary of State at 802 West Tower, #2 Martin Luther King Jr. Drive, Atlanta, GA 30334 to determine if additional registration is required by law.

Summary

The Secretary of State has made it easy to incorporate in the State of Georgia. However, there are still numerous decisions that must be made to ensure the best form of business is selected for an individual situation. Competent legal or business advice is always a good investment and we encourage you to seek the best advice available.

Information prepared by: Dr. William A. Thomas, Professor and Extension Economist

Last Revised: September 4, 2001

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