How Do I Form My Entity in Georgia?
The following are general, step-by-step instructions on properly forming your Company (Business Entity) in Georgia.
If you have any questions through out the guide please feel free to contact SmartUp.
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REQUIRED ITEMS:
1.) Company Name. Decide on the Entity’s Name
- Consider the following factors:
- Is the name available in Georgia?
- Is a suitable internet domain name available?
- Have others registered Federal or state trademarks with that name?
- Is anyone else using the name somewhere?
2.) File Online. Register your Entity through the Georgia Secretary of State.
- http://sos.ga.gov/
- Select ‘Corporations’
- Select ‘File Online’
- Register and login to the cGov360 Business Filings system
- From the cGov360 Filing System Home Screen, select the Entity type, complete the application, and submit payment
- Make sure that your application appears in the ‘Approved Services’ section of the Filing System.
3.) Receive Confirmation. The Georgia Secretary of State will confirm that your Entity has been formed.
- 1-2 weeks for processing is typical, unless an expedited option is selected in the application
4.) Publicize the Entity Formation. Contact the County Newspaper (Legal Organ) and ask for a publication.
- After you receive confirmation from the Georgia Secretary of State that the Entity is formed, contact the publisher of the Legal Organ in the county where the Entity is based.
- A listing of Legal Organs in each Georgia County can be found here:
- Ask the publisher for a Notice of Formation (of the Corporation or LLC).
- Notice needs to be published for two (2) consecutive weeks
- Notice costs no more than $40.00
- Publisher should send you confirmation of publication
5.) Obtain an EIN. Request an Employer Identification Number (EIN) from the IRS (also referred to as a Tax ID)
- Obtain the EIN AFTER receiving confirmation from the Georgia Secretary of State that the entity is formed
- Use the irs.gov website directly – NOT a third party service!
- Complete the application
- Make sure to enter the Entity’s name EXACTLY as registered with the State of Georgia
- Upon completing the application, the IRS system will generate a form with the Entity’s EIN. PRINT and SAVE this form – the IRS does not store it and it will NOT be mailed.
6.) Obtain GA DOR Tax ID Number. Register the Entity with the Georgia Department of Revenue (GA DOR)
- Register with the GA DOR after you received the EIN from the IRS.
- Registration can be accomplished online a http://dor.georgia.gov/tax-registration
- The most common registrations are:
- Withholding Tax
- This should be done BEFORE the Entity hires a W-2 Employee, including owners, if applicable
- Sales & Use Tax
- See the GA DOR webpage to see if your business is subject to the registration
- Withholding Tax
7.) Obtain GA DOL Number. Register the Entity with the Georgia Department of Labor (GA DOL)
- This should be done BEFORE the Entity hires a W-2 Employee, including owners, if applicable
- Only a paper application is currently available, and it must be mailed to the GA DOL:
8.) Obtain a Business License. Issued by the County or City.
- The filing location and procedures depend on the city where the Entity is located
9.) Sign Governing Documents. Obtain, sign and store the documents that govern the Entity.
- Entity Specific Documents
- If Corporation:
- Shareholder Agreement
- By-Laws
- Shareholder Resolutions
- Board Member Resolutions
- If LLC:
- Operating Agreement
- Member Resolutions
- Manager Resolutions (if applicable)
- If Corporation:
- Intellectual Property Assignment Agreement for Founders
- Transfers IP from individuals to the Entity, and is very important if the Entity’s business has any material that can be Patented or that is a Trade Secret
- Vesting Agreements for Founders
- A Restricted Stock Grant Agreement forces a Corporation’s Shareholder to ‘earn’ his or her stock over time of service to the Entity.
- A Restricted Unit Grant Agreement does the same for an LLC
- Section 83(b) Election
- Used to avoid negative tax consequences of vesting
- Should be filed individually by the Corporate Shareholders or LLC Members
- A Restricted Stock Grant Agreement forces a Corporation’s Shareholder to ‘earn’ his or her stock over time of service to the Entity.
- If the Entity’s business will be conducted primarily via the Internet:
- Terms & Conditions
- For general interaction between the business and its customers
- Privacy Policy
- If any data or information is collected by the business
- End User License Agreement (EULA)
- If the business offers software that is used by its users
- Terms & Conditions
- Obtain Company Employment Documents
- Employment Agreements for future Employees
- Contractor Agreements for future Independent Contractors
OPTIONAL, BUT RECOMMENDED:
1.) Open Bank Accounts. Use the Entity’s full, legal name and EIN.
- Fund the accounts after opening
2.) Set up Internal Accounting System
- Bookkeeping software, such as QuickBooks is highly recommended.
- HIGHLY recommended that it be set up by professional accountant
3.) Secure Intellectual Property
- Consult a licensed Intellectual Property Attorney about:
- Trademarks
- To protect the Entity’s brand and reputation
- Patents
- To secure the Entity’s innovations, ideas
If you are interested in more detail related to your situation it is best to speak with an attorney.
Intellectual Property Attorney and Managing Partner at Founders Legal
Yuri heads the Intellectual Property practice group at Founders Legal in Atlanta, Georgia.A practice he co-founded at the Atlanta Tech Village – the nation’s fourth largest incubator.He specializes in preparing, developing, and executing strategies for securing patents nationally and internationally. He focuses his work on developing IP portfolio of high value, and helps clients to licensing and acquisition deals to monetize on their IP rights.He has secured patents, negotiated and executed domestic and international IP deals in the Software, Internet/Telecom, Computer, Electrical, and Medical Device fields. His team also prosecutes patents in the Mechanical, Aerospace, Biotech, and Pharmaceutical industries.
His degree in Electrical and Computer Engineering has helped him serve technology companies of all sizes including Microsoft, Cisco, Cox, AT&T, General Electric, Georgia Institute of Technology, and Coca Cola.
Eliezer’s technological knowledge, entrepreneurial expertise, and nuanced perspective on technological innovation, has attracted national media coverage, of the likes of NPR, CNN, and The International Business Times. Eliezer also applies his wide-ranging experiences as an Advisor to the Atlanta Tech Village, where he provides guidance to a community of 120 startup companies.
His degree in Electrical and Computer Engineering has helped him serve technology companies of all sizes including Microsoft, Cisco, Cox, AT&T, General Electric, Georgia Institute of Technology, and Coca Cola.
Eliezer’s technological knowledge, entrepreneurial expertise, and nuanced perspective on technological innovation, has attracted national media coverage, of the likes of NPR, CNN, and The International Business Times. Eliezer also applies his wide-ranging experiences as an Advisor to the Atlanta Tech Village, where he provides guidance to a community of 120 startup companies.
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