Business Law in Georgia

This is general information, not legal advice. A Georgia business attorney can help with your specific situation.

Starting and running a business in Georgia means navigating state-specific rules for how a business is formed, named, taxed, and eventually closed. The good news: Georgia’s processes are largely online and well-documented. The details, though, matter — picking the wrong entity, missing an annual registration, or failing to get a contract in writing can create real problems down the road.

Choosing a Business Entity

Georgia law recognizes several business structures. Sole proprietorships and general partnerships require no state filing, but owners bear unlimited personal liability for business debts. Forming a limited liability company (LLC) or corporation with the Georgia Secretary of State creates a separate legal entity, which generally shields owners from personal liability.

LLCs are governed by the Georgia LLC Act, O.C.G.A. Title 14, Chapter 11. Corporations are governed by the Georgia Business Corporation Code, O.C.G.A. Title 14, Chapter 2. Both entity types offer liability protection; the main differences lie in governance structure and how they are taxed.

See the full guide: Choosing a Business Entity in Georgia

Forming an LLC

To form an LLC, file Articles of Organization with the Georgia Secretary of State’s Corporations Division (O.C.G.A. § 14-11-203) at ecorp.sos.ga.gov. Every LLC must maintain a registered agent — an individual Georgia resident or an entity authorized to do business in Georgia (O.C.G.A. § 14-11-209). An operating agreement is not required by law but is strongly recommended to govern internal operations.

Georgia LLCs must file an Annual Registration each year between January 1 and April 1 (O.C.G.A. § 14-11-1103). A $25 late fee applies after April 1. Confirm current filing fees at sos.ga.gov — fees were updated in September 2025.

See the full guide: How to Form an LLC in Georgia

Forming a Corporation

To incorporate, file Articles of Incorporation with the Secretary of State (O.C.G.A. § 14-2-202). Georgia corporations must maintain a board of directors (O.C.G.A. § 14-2-801), adopt bylaws, hold annual shareholder meetings (O.C.G.A. § 14-2-701), and designate a registered agent (O.C.G.A. § 14-2-501).

The S-Corp versus C-Corp distinction is a federal tax election (IRS Form 2553) — Georgia recognizes and follows the federal treatment. Annual registration is also required for corporations, due January 1 through April 1 each year.

See the full guide: How to Form a Corporation in Georgia

Assumed Names (DBAs)

If a business operates under a name other than its legal name, it must register that trade name — commonly called a DBA or “doing business as” — at the county level. Unlike entity formation, assumed name registration is filed with the Clerk of the Superior Court in the county where the business is primarily conducted, not with the Secretary of State. The governing statutes are O.C.G.A. §§ 10-1-490 through 10-1-493.

Registration must happen within 30 days of starting to use the name, the application must be notarized, and the registration must be published in a local newspaper once per week for two consecutive weeks.

See the full guide: Assumed Name (DBA) Registration in Georgia

Contracts

Georgia’s Statute of Frauds (O.C.G.A. § 13-5-30) requires certain contracts to be in writing — including agreements for the sale of land and any contract that cannot be performed within one year. Oral agreements for these categories are generally unenforceable.

The deadline to sue for breach of contract varies by type: six years for written contracts (O.C.G.A. § 9-3-24), four years for oral contracts (O.C.G.A. § 9-3-25), and four years for sales of goods under the UCC (O.C.G.A. § 11-2-725).

See the full guide: Contract Basics for Georgia Businesses

Georgia Business Taxes

Georgia imposes a corporate income tax — currently 5.19% for tax years beginning January 1, 2025 (HB 111, signed April 15, 2025). This rate is scheduled to decrease further subject to revenue triggers; always confirm the current rate at dor.georgia.gov before relying on it. C-Corps pay this tax directly; S-Corps and most LLCs pass income through to owners who pay at the individual level.

Georgia also imposes a Corporate Net Worth Tax (O.C.G.A. §§ 48-13-70 through 48-13-79) on corporations doing business in the state — a tiered tax on net worth (assets minus liabilities) with a maximum of $5,000. Most member-managed, pass-through LLCs are not subject to the net worth tax.

A Pass-Through Entity Tax election is also available for S-Corps and partnerships (HB 149, effective 2022), allowing the entity to pay Georgia income tax at the entity level as a SALT workaround.

Business Disputes

When a business dispute arises, the right Georgia court depends on the amount at stake. Magistrate Court handles civil claims up to $15,000. Larger cases go to State Court or Superior Court. Many business contracts include mandatory arbitration clauses, which are generally enforceable in Georgia.

See the full guide: Business Disputes in Georgia

Closing a Business

Closing a Georgia LLC requires filing a Statement of Commencement of Winding Up and then a Certificate of Termination with the Secretary of State (O.C.G.A. § 14-11-610). Closing a corporation requires board and shareholder approval, filing a Notice of Intent to Dissolve, winding up affairs, and then filing Articles of Dissolution (O.C.G.A. § 14-2-1408).

Get Help

Georgia business law covers formation, taxation, contracts, and disputes — and the right structure at the start makes everything easier. Find a Georgia business attorney to review your specific situation.