How to Form a Georgia LLC

Are you seeking to form a Georgia LLC for your online business?

You’ve come to the right place.

Everything, including all of the materials and instructions in this online guide are 100% free, although there may be some affiliate links or other offers to purchase our products and services sprinkled throughout.

Although these services are meant to assist you in the formation of your Georgia LLC, there is no obligation for you to purchase anything. And if you do decide to purchase from our preferred vendors (which we think is a good idea), we also want you to know that we may receive financial compensation from those vendors.

Now, let’s get into filing your Georgia LLC!

If this is the first time you've set up an LLC, whether in Georgia or elsewhere, this process may seem rather confusing. We've tried to simplify it as much as possible. Just follow the steps below in order and you should be fine.

What you Need to Know Before Setting Up Your Georgia LLC

A Georgia LLC (otherwise known as a Limited Liability Company) is a legal business structure that can be used to protect your personal assets from your business creditors. In other words, if your business gets sued by a disgruntled client, an injured employee, or your business hits hard times and defaults on financial obligations, then your personal assets (including your home, other real estate, financial assets, vehicles, etc.) are protected.

Another major benefit to forming a Georgia LLC is that you can elect to form an S-Corporation if and when it makes sense for your business to do so.

If you are running an online business, you can use your Georgia LLC to receive income from affiliate offers, Adsense revenue (if you have a Youtube Channel), or other ad revenue from a company such as Mediavine (if you are placing ads on your website). In addition, your LLC will own your online assets such as your domain names, course offerings and other online products. Your Georgia LLC can also own your intellectual property, such as your trademarks.

If you have an offline business, you can use an LLC to purchase real estate assets, vehicles, inventory and more.

In most cases, you are going to set up a domestic business entity in Georgia, which is one that is being created for the first time in Georgia. But if you have formed your LLC in another state, but live and work in Georgia, you may need to form a foreign business entity. A foreign entity is one that already exists outside of the State of Georgia — whether that is another country or simply another U.S. state. Be aware that foreign entities must follow a different procedure to do business in Georgia.

Here are some of the things you will need before you are ready to file your LLC in Georgia:

  • Name of the LLC or a valid name reservation number
  • Name and address of the person filing for the LLC
  • A valid email address
  • Mailing address of the principal office
  • Name and address of the registered agent
  • Name and address of each organizer
  • Any optional provisions you need to add to your articles of organization
  • A form of payment. Depending on how you apply, your form of payment will be one of the following: credit card, check, cashier’s check, or money order.

You can register a Georgia LLC online, by mail or in person. Applications can be expedited for additional fees. Your fees will vary depending on how you choose to register your LLC and how soon you need it to be ready.

Step 1: Pick a Name for Your Georgia LLC

The first step in forming a Georgia LLC is to pick a name. Most people overthink this process, believing that they need to come up with the perfect business name for their LLC. As a result, they get stuck and don't move any further towards getting their Georgia LLC setup.

Don't make that mistake.

Picking a name is relatively straightforward and easy. You just need to make sure that your chosen name is available in Georgia .

According to Georgia Statutes (O.C.G.A. §14-11- 207), your name must be “distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered” under this statute.

Georgia LLC Name Search

You may complete a Georgia name search by visiting this website.

Modifier Required in Georgia

According to Georgia Statutes, your Georgia LLC must contain the words “limited liability company” or “limited company” (it being permitted to abbreviate the word “limited” as “ltd.” and the word “company” as “co.”) or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”.

Step 2: Choose your Georgia Registered Agent

When you file your Georgia LLC, you are required to name a registered agent that has a physical office location within the state of Georgia.

The registered agent is the person or entity designated to receive any service of process, documents, or other official communication on behalf of your Georgia LLC. A registered agent must be located in Georgia.

Registered Agent Requirements in Georgia

Just as with almost every other state, you must provide the Secretary of State with the street address of the registered office where service of process for your Georgia LLC may be effectuated. This address may not be a post office box, post office drawer, mail drop, or rural route.

In addition, you must provide the Secretary of State with the legal name of the registered agent at the registered office of the limited liability company. Consent of the registered agent to his or her appointment as registered agent is not required in Georgia.

The Problem with Serving as Your Own Registered Agent in Georgia

Many online business owners falsely believe that they can save some money by naming themselves as the registered agent for their LLC. There are two primary problems with this strategy.

  1. Your name and address will become public record in Georgia. If you are concerned about privacy, naming yourself (and your personal address) as registered agent may not be the best decision.
  2. You must be present at the address you list during normal business hours to accept service of legal documents. If you decide to take a vacation or travel (as many online entrepreneurs do), then you risk failing to receive important legal notifications that can adversely impact your LLC.

So who Should Serve as Your Registered Agent in Georgia?

A registered agent in Georgia must be an individual resident of the state, a corporation, another limited liability company, or a foreign corporation or a foreign limited liability company having a certificate of authority to transact business in the state of Georgia.

So while in theory, either you or a family member (who resides in Georgia) could serve as your registered agent, this is not a solution that we recommend at Hawthorn Law.

We recommend that you hire a corporate registered agent service (also know as a commercial registered agent).

A corporate registered agent is a company that legally operates in Georgia and their job is to fulfill your legal obligations as a registered agent. The typical fee to hire a corporate registered agent is between $100-$200 per year.

Hiring a corporate registered agent is a fast and easy process. Once you sign up, they will provide you with an address that you can list on your Articles of Organization. (Note that unless you have reached an agreement otherwise with the entity you hire, this address should NOT be used as your business address).

We currently recommend using Incfile as your Corporate Registered Agent.

Step 3: Complete your Georgia LLC Articles of Organization

To form a Georgia LLC you must file the official Georgia Articles of Organization, which can be done online, by mail, or in person. However, we recommend filing this document online as it is simpler to do and you will receive approval much faster.

How long will it take for your Georgia LLC to be approved?

  • If you file your Articles of Organization by mail, your Georgia LLC will be finalized in approximately 15 business days; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250. Processing in one hour costs an additional $1,000.
  • If you file online, then your LLC will be approved within 7 business days; Processing in 2 business days costs an additional $100. Processing in the same business day (if submitted before noon on a weekday) costs an additional $250.

Georgia LLC filing fee: $100 for an online filing or $110 if filing by mail or in person.

To file your Georgia LLC online as recommended above, follow these steps:

  1. Visit the Secretary of State’s online services page.
  2. Create a user account.
  3. Select “create or register a business”. Create a new, domestic business and choose domestic limited liability company.
  4. Fill out the required information about your business entity (listed above).
  5. Pay the $100 filing fee by approved credit card: Visa, MasterCard, American Express, or Discover.

To file your Georgia LLC by mail, follow the following steps:

  1. Either draft your own Articles of Organization, or download and fill out the Articles of Organization for LLC (CD 030) form from the Georgia Secretary of State website.
  2. Download and fill out the Transmittal Form — Limited Liability Companies (231) from the Georgia Secretary of State website.
  3. Mail the two (2) completed Articles of Organization, transmittal, form, and $110 filing fee by check or money order to:

Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334

We recommend including a self-addressed stamped envelope so that they can mail the file stamped copy back to you.

If you completed the registration process online, you should receive an email with your updated registration and a receipt of payment. If you filed by mail, your updated registration and receipt of payment will be mailed to the address you provided on your annual registration form; it should arrive within 3 to 4 weeks of your submission date. If you do not receive your registration or payment confirmation, follow up with the SOS’s Georgia Corporations Division.

Step 4: Obtain Federal Tax ID (aka EIN Number) for Your Georgia LLC

We recommend obtaining a Federal EIN (also called an Employer Identification Number) from the IRS after your Georgia LLC is approved and you have received back a file-stamped copy of your Articles of Organization. You will need a Social Security Number to obtain your Federal EIN.

You will need your EIN to open a bank account for your new LLC, take payments via Stripe or Paypal, open a business credit card, pay estimated taxes, and for a variety of other reasons.

You may also need a Federal EIN to apply for a variety of business licenses and/or permits in your state, county or municipality. If you hire employees, you will need the EIN to manage your payroll taxes.

To learn more about how to obtain your Federal EIN, visit this page.

Step 5: Complete your Georgia Operating Agreement for a Single Member LLC

Drafting a legally valid operating agreement is a vital part of the LLC formation process.

An operating agreement is a legal contract between you as the owner (also called a “member” or “manager”) of the LLC and the company itself. It spells out the rules that you agree to follow by forming the LLC in the first place.

Without an operating agreement, the default rules for how to operate your LLC can be found in the Georgia statutes. Since these statutes can be confusing and vague, and most business owners are not familiar with what they say or mean anyway, it is highly recommended to draft an operating agreement for your Georgia LLC.

Operating agreements will include such information as:

  • How much each member will be paid and when
  • How the LLC will be taxed
  • How much each member will invest into the LLC
  • What to do if a member stops working for the LLC
  • How to divide profits

In addition, you may need to show an Operating Agreement when you open your business bank account, take out a loan for the LLC, or purchase a vehicle or other long-term assets such as an office or rental property.

The other main reason we recommend that all of our online business owners have an operating agreement (that they follow) is to maintain the limited liability protection that comes from forming a Georgia LLC.

Without an operating agreement, there is virtually no difference between you as an individual person and the LLC. In this case, if your LLC were to be sued, the plaintiff would have a much stronger argument to “pierce the corporate veil” for your LLC and reach your personal assets to pay off a judgment.

In addition, if you are operating a multi-member LLC, then having a clearly worded operating agreement is vitally important to help prevent or resolve any disputes between you and the other members. In other words, if you want to stay out of business court, you should invest a couple of thousand dollars in a lawyer to draft a multi-member operating agreement for you.

If you are a single member LLC, you can use our legal template for your LLC.

Step 6: Determine the need for Business Licenses and/or Permits in Georgia

When you form a Georgia LLC and launch your new business, you may be required to obtain a variety of business licenses, registrations and/or permits from your local, county, state and/or federal agencies. These licenses often cover required education or professional certification, experience in a particular field that is crucial to the business, passage of required examinations, and/or meeting financial or bonding requirements. Frequently, new business owners must pay a fee as well to obtain the license they are looking for.

If you are overwhelmed by the thought of researching the various licenses and permits you may need, you can save time by using our preferred vendor, Incfile, to do the search for you. When you sign up through Incfile, you will receive a customized list of all the licenses, permits and tax registrations that you may need for your Georgia LLC, as well as all of the required application forms and/or websites you will need to make your business compliant.

Step 7: Make Note of Deadlines for the Georgia LLC Annual Report

Secretary of State Website: https://sos.ga.gov/

Annual Reporting Requirement: Each year, you must file an annual registration for your LLC between January 1st and April 1st. If you do not, your LLC will be administratively dissolved for failure to file your annual registration.

Links to forms: https://sos.ga.gov/page/georgia-business-forms

State Mailing Address and Contact Information:

Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334

Step 8: Georgia State Taxes

Federal Taxes: One of the major benefits of forming a Georgia LLC is that you have a choice for how you will be taxed at the Federal level. By default, if you are a single member LLC you will be taxed as a sole proprietorship. If you form a multi-member LLC, then you will be taxed as a partnership.

Either way, the profits of the Georgia LLC will flow through to your personal tax return, where you will pay self-employment taxes (generally around 15.3% of the profits), and Federal Income Tax on your profits.

Once your Georgia LLC is earning approximately $30,000-50,000 in profit per member, we recommend talking to a tax professional or legal counsel to explore electing S-Corporation tax status for your Georgia LLC.

State Taxes in Georgia

The following businesses must file an income tax return with the state of Georgia:

  1. Corporations, partnerships, or LLCs that do business or own property in Georgia or receive income from Georgia sources
  2. Any partnership or LLC that is treated as a partnership, with partners or members who reside in Georgia

For more information on paying taxes in Georgia, including relevant due dates, click here.

At Hawthorn Law we are all about Trademarks!

At Hawthorn Law, we are all about Trademarks and brand protection. If you are a creative entrepreneur trying to built an online brand, investing in a trademark to protect the rights to your business name is one of the smartest things you can do for your business.

If you are interested in learning more about how we can help you, please feel free to schedule a strategy session so we can map out a plan for your online business. If you are ready to get started with your trademark, click here to schedule a low-cost brand strategy and trademark review session to go over your options!

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LEGAL DISCLAIMERS

The information provided on this website is designed to provide information in regards to the legal aspects of running your online business and is presented with the understanding that The Hart Law Firm, P.A. d/b/a Hawthorn Law is not engaged in rendering legal, accounting or other professional services by providing this information. If legal advice or other professional assistance is required, the services of a licensed attorney, tax professional or financial advisor should be sought. Feel free so use this link to schedule a strategy call with an attorney.