How to Form a Corporation in Georgia

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

Incorporating in Georgia creates a separate legal entity that generally shields shareholders from personal liability for corporate debts and obligations. The process is handled online through the Secretary of State, but corporations carry more ongoing governance requirements than LLCs. Here is what is involved.

Step 1: Choose a Corporate Name

The corporate name must be distinguishable from existing Georgia entity names. It must include a corporate designator such as “Corporation,” “Incorporated,” “Company,” “Corp.,” “Inc.,” or “Co.” Check name availability at ecorp.sos.ga.gov before filing.

Step 2: Designate a Registered Agent

Every Georgia corporation must maintain a registered agent with a Georgia street address available during regular business hours to receive legal notices (O.C.G.A. § 14-2-501). The registered agent can be an individual Georgia resident or a corporation authorized to do business in Georgia.

Step 3: File Articles of Incorporation

File Articles of Incorporation with the Georgia Secretary of State’s Corporations Division (O.C.G.A. § 14-2-202) at ecorp.sos.ga.gov. The articles must include the corporate name, the number of authorized shares, and the name and street address of the registered agent. Confirm the current filing fee at sos.ga.gov — fees were updated in September 2025.

Step 4: Establish the Board of Directors and Adopt Bylaws

Georgia corporations must maintain a board of directors (O.C.G.A. § 14-2-801). The minimum number of directors is set by the bylaws — it can be as low as one. The board appoints officers, who manage day-to-day operations (O.C.G.A. § 14-2-840). Georgia law does not require specific officer titles, so the bylaws define them.

Bylaws govern the corporation’s internal affairs: how meetings are called and conducted, director and officer duties, how shares are issued, and how the corporation handles major decisions. Bylaws are an internal document — they are not filed with the Secretary of State.

Step 5: Hold an Organizational Meeting

After incorporating, the initial board of directors (or the incorporators if the board was not named in the articles) should hold an organizational meeting to adopt bylaws, elect officers, authorize the issuance of shares, and take care of other initial business. Keep written minutes of this meeting.

Step 6: Annual Shareholder Meetings

Georgia corporations must hold annual shareholder meetings at the time specified in the bylaws (O.C.G.A. § 14-2-701). These meetings can be held in person or by remote communication (virtual meetings), unless the articles or bylaws restrict that. Keep written minutes.

S-Corp vs. C-Corp: A Federal Tax Choice

Georgia does not have separate “S-Corp” and “C-Corp” formation processes. This distinction is a federal tax election made with the IRS. By default, a corporation is a C-Corp for federal tax purposes. To elect S-Corp status, shareholders file IRS Form 2553 with the IRS — Georgia recognizes and follows the federal election.

A C-Corp pays Georgia’s corporate income tax directly — 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. An S-Corp passes income through to shareholders who pay at their individual rates.

Corporate Net Worth Tax

In addition to income tax, all Georgia corporations are subject to the Corporate Net Worth Tax (O.C.G.A. §§ 48-13-70 through 48-13-79) — a tiered tax on the corporation’s net worth (total assets minus total liabilities) with a maximum of $5,000 for net worth exceeding $22 million. Most LLCs are not subject to this tax. Confirm the current bracket table at dor.georgia.gov.

Step 7: Annual Registration

Georgia corporations must file an Annual Registration with the Secretary of State each year between January 1 and April 1. A $25 late fee applies after April 1. Confirm the current annual registration fee at sos.ga.gov.

See related guides: Choosing a Business Entity in Georgia | Contract Basics for Georgia Businesses