Articles of Incorporation
So you’re starting a corporation in Georgia. Great! You’ve researched your options and discussed them with legal, tax, and business professionals. Maybe you’ve even chosen your business’s name and appointed a registered agent — the person or corporation responsible for receiving the business’s mail, particularly in the event the business is sued.
What's the next step?
It’s time to make it official with articles of incorporation.
Note: Articles of incorporation are specifically for corporations.
If you're starting a limited liability company (LLC), you will file articles of organization and transmittal forms.
Starting a sole proprietorship only requires that you file a trade name (if different from your own legal name). However, this may be a risky choice for some businesses since it's inseparable from your personal assets.
Writing the Articles
You’ll prepare the articles of incorporation differently depending on whether you’re starting a profit or nonprofit corporation. There isn’t any form to fill out, so you can type it up in whatever word program you like and include the following information:
Corporation’s exact name.
Article 2 [PROFIT]
The number of shares that the corporation will be authorized to issue (not 0).
Article 2 [NONPROFIT]
“The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.”
Street address and county of the registered office – can’t be a post office box – and the name of the registered agent.
Name and address of each incorporator – that’s you!
Article 5 [NONPROFIT]
A statement of whether or not the corporation will have members. (This is an additional article that has no equivalent for profit businesses.)
Article 5 [PROFIT] and Article 6 [NONPROFIT]
Mailing address of the corporation’s principal office, if it’s different from the registered office. This address can be a post office box. This is how the Corporations Division will correspond with you.
Either you, another incorporator (named in Article 4) or an attorney needs to sign the form and state on a following line the signer’s position with the company — incorporator or attorney.
The IRS has information for nonprofit businesses wishing to apply for “tax exempt” status. They will give you additional information to include in your articles of incorporation.
Submitting the Articles
Once completed, you can submit your articles online or mail them with a completed Transmittal Form 227 and a $100 filing fee (checks made payable to “Secretary of State”) to the Corporations Division:
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
Articles must be printed on 8.5”x11” white paper. The articles are effective and your business is incorporated on the date that the Corporations Division receives them, unless another date is specified.
The Corporations Division will return articles that aren’t complete and correct with a descriptive note. If you correct and return them within 60 days, your corporation will still be officially incorporated on the first date that they were received by the Corporations Division. If they are not corrected within 60 days, they will be deemed abandoned and you will need to submit new forms and pay another $100 fee to continue.
Writing your business’s articles of incorporation may seem like a daunting task at first, but after you've conducted proper research, they might feel more like a handy checklist! Writing them will truly help you and everyone involved as you get your corporation off the ground.