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Instructions How to Create a Georgia Corporation Form

In the case of wanting to create a corporation in the State of Georgia, use the following instructions.

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OFFICE OF SECRETARY OF STATE 	 	
CORPORATIONS DIVISION 	 	313 West Tower, 2 Martin Luther King, Jr. Drive 	 	 	Atlanta, Georgia 30334	-1530 	 	(404) 656	-2817 	 	Registered agent, officer, entity status information via the Internet 	 	Brian P. Kemp	 	sos.georgia.gov/corpo	rations	 	
Secretary of State 	 	
 
FILING PROCEDURES FOR 	 	
GEORGIA PROFIT AND NONPROFIT CORPORATIONS 	 	
 
Corporations  are  formed  by  filing  articles  of  incorporation  with  the  Secretary  of  State.          The 	minimum 	
filing requirements of Georgia law are outlined herein.	   Many other provisions may, and perhaps should, 	be 	
included in the articles.   It is very simple to incorporate.   The question of whether or not a person or 	entity 	
should	 incorporate  is  complex.   	The  Corporations  Division  strongly  recommends  that  filers	 obtain 	
professional  legal,  tax  and/or  business  advice  to  assure  the  filer’s  goals  and  intentions  are  met,  and 
that requirements of the law are satisfied, both before and after incorporation. 	 	
 
Name Reservation. 	 	
A  name  may  be  reserved  prior  to  filing.      A	 reservation  fee  of  $25  must  accompany  the  request.      The 	
reservation  may  be  made  at  the  Corporations  Division  web  site, 	http://www.georgiacorporations.org.	   	A 	
number that remains in effect for 30 days wi	ll be provided by return e	-mail within 24 hours of receipt of 	the 	
request,  and  often  sooner.    Place  the  number  on  the  Transmittal  Form  227  that  is  filed  with  the  articles 	of 	
incorporation.      A  reservation  number  may  also  be  obtained  by  writing  to  the  Divis	ion  at  the  above 	
address.      Please  provide  the  name,  address  and  telephone  number  of  the  person  making  the  request. 
Reservations are not available by telephone.  Filings are accepted without a name reservation. 	 	
 
Preparation of Articles of Incorporation. 	 	
Articles  of  incorporation  must  include  the  information  described  in  O.C.G.A. 	 	14	-2-202  (profit)  or 	 	
O.C.G.A.  14	-3-202  (nonprofit).  Articles  must  be  submitted  on  white  8½x11  paper.      An  incorporator 	
named  in  the  articles  or  the  filing  attorney  sh	ould  sign  articles  of  incorporation.      If  the  Chairman  of  the 	
Board  of  Directors  or  corporate  officer  of  a  profit  corporation  has  been  elected,  he  or  she  may  sign  the 
articles.  	 Beneath the signature, the signer should indicate in what capacity he or she 	is signing. 	 	
 
Filing of Articles of Incorporation and Data Transmittal Form 227. 	 	
The  original  and  one  copy  of  the  articles  of  incorporation,  a  completed  Transmittal  Form  227,  and  the 
$100.00  filing  fee  should  be  mailed  to  the  Corporations  Division  at  the 	above  address.  Checks  should  be 	
made  payable  to  “Secretary  of  State.”      Articles  of  incorporation  are  effective  on  the  date  received  by  the 
Corporations Division unless a post	-effective date is specified therein.   A certificate of incorporation will 	be 	
ma	iled to the applicant, usually in five to seven business days. 	“Workload issues” will sometimes result in 	
a longer turnaround time, perhaps up to 12 business days.   Filings that are not complete will be 	returned to 	
the  applicant  along  with  a  notice  that  d	escribes  the  deficiency.  If  corrected  and  returned  within 	60  days  the 	
initial date of receipt will be the date of incorporation. 	 	
 
Corporate Officers and Annual Registration. 	 	
Within  90  days  of  incorporation,  each  Georgia  corporation  must  file  an  initial  “	annual”  registration  form 	
that lists three principal officers with the Secretary of State.   The fee is $50.   The registration form should 	be 	
filed  online  at  georgiacorporations.org.      Corporations  that  form  between  October  2  and  December  31 	file 	
the init	ial form between January 1 and April 1 of the ensuing year.   Changes to the corporate address 	and/or 	
officers  throughout  the  year  are  made  by  filing  another  registration  form  and  paying  the  $	50  fee. 	A 	
corporation  that  does  not  submit  its  annual  registrati	on  is  subject  to  administrative  dissolution.    There  is 	a 	
$250 fee 	to reinstate an administratively dissolved corporation.	  	
 
 
PROFIT CORPORATIONS.

Articles of incorporation for profit corporations must contain the following information: 	 	
 
1.   The ex	act name of the corporation. 	 	
2.   The number of shares the corporation is authorized to issue.   This will be the maximum number of shares the 	 	
corporation can issue without later amending its articles to provide for a greater number.   The number cannot 	be 	 	
“0.” 	 	
3.      The  street  address  and  county  of  the  initial  registered  office  and  the  name  of  initial  registered  agent 	at  that 	
office.	   The  registered  office  address  must  be  a  street  address;  a  post  office  box,  mail  drop  or  mail  center  is  not 	
sufficient.	   The  registered  agent  may  be  an  individual  or  another  entity.      The  registered  agent  must  be  able  to  be 	
personally  located  at  the  registered  office.      This  is  the  party  designated  by  the  corporation  to  accept  notices  on  its 
behalf, and to alert the approp	riate corporate personnel. 	 	
4.      The  name  and  address  of  each  incorporator.      The  incorporator(s)  is  the  person(s)  who  signs  the  articles  of 
incorporation, delivers them to the Secretary of State for filing, and then organizes the corporation. 	 	
5.   The co	rporation’s initial principal mailing address.   The principal office address may be a post office box, unlike 	the 	
registered  office  which  must  be  a  street  address.      The  principal  mailing  address  is  the  address  to  which  any 
correspondence from the Corpora	tions Division to the corporation will be sent. 	 	
 
An incorporator named in the articles or the filing attorney may sign the articles of incorporation.   If the Chairman 	of 	
the Board of Directors or corporate officer has been elected, he or she may sign.   	Beneath the signature, the 	signer 	
should state the capacity in which he or she is signing. 	 	
 
Thus, articles of incorporation for a profit corporation might appear as follows: 	 	
 
 
 
Articles of Incorporation 	 	
Of 	 	
ABC and Associates, Inc. 	 	
 
Article 1. 	 	
The nam	e of the corporation is ABC and Associates, Inc. 	 	
 
Article 2. 	 	
The corporation is authorized to issue (fill in the number) shares. (Number may not be 	 	
“0”.) 	 	
 
Article 3. 	 	
The  street  address  of  the  registered  office  is  12345  Magnolia  Lane,  Atlanta,  Georgia 
12345.    The  registered  agent  at  such  address  is  John/Jane  Doe.   	 (The  registered  office 	
address  must  be  a  street  address  at  which  the  agent  may  be  personally  located.)   	The 	
county of the registered office is __________. 	 	
 
Article 4. 	 	
The name and address o	f each incorporator is: 	 	
John Doe	 	Jane Doe	 	Jack Doe	 	
12345 Magnolia Lane	 	12345 Magnolia Lane	 	12345 Magnolia Lane	 	
Atlanta, GA   12345	 	Atlanta, GA   12345	 	Atlanta, GA   12345	 	
 
Article 5. 	 	
The principal mailing address of the corporation is 12345 Magnolia Lane	, Atlanta, GA 	 	
12345. 	 	
 
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation. 	 	
 
This ________ day of _____________, 2003. 	 	
John Doe 	 	
(Capacity in which person is signing)

NONPROFIT CORPORATIONS 	 	
Articles  of  incorporation 	for  nonprofit  corporations  include  the  same  information  required  of  profit 	
corporations, 	except: 	 	
1)  Articles  of  incorporation  for  nonprofit  corporations  do  not  include  a  statement  regarding  the  number  of  shares  the 
corporation  is  authorized  to  issue,  as  s	et  out  in  the  example  of 	“Article  2”  above.      Rather,  an  article  must  be 	
included which states: 	 	
“The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.” 	 	
2)  Articles  of  incorporation  for  a  nonprofit  corporation  must  include  a  sta	tement  indicating  whether  or  not  the 	
corporation will have members.  	For example: 	 	
“The corporation will have members.” or,   “The corporation will not have members.” 	 	
 
An incorporator named in the articles, or the filing attorney, must sign nonprofit arti	cles of incorporation. 	 	
 
Note:	   	See  additional  information  on  next  page  if  the  nonprofit  corporation  intends  to  pursue  “tax	-exempt”  status 	
under 501(c)(3) or some other provision of the Internal Revenue Code. 	 	
 
Thus, articles of incorporation for a nonpro	fit corporation might appear as follows: 	 	
 
 
 
 
Articles of Incorporation 	 	
Of 	 	
ABC and Associates, Inc. 	 	
 
Article 1. 	 	
The name of the corporation is ABC and Associates, Inc. 	 	
 
Article 2. 	 	
The corporation is organized pursuant to the Georgia Nonprofit Corpora	tion Code. 	 	
 
Article 3. 	 	
The  street  address  of  the  registered  office  is  12345  Magnolia  Lane,  Atlanta,  Georgia 
12345.    The  registered  agent  at  such  address  is  John/Jane  Doe.   	 (The  registered  office 	
address  must  be  a  street  address  at  which  the  agent  may  be	 personally  located.)	  The 	
county of the registered office is __________. 	 	
 
Article 4. 	 	
The name and address of each incorporator is: 	 	
John Doe	 	Jane Doe	 	Jack Doe	 	
12345 Magnolia Lane	 	12345 Magnolia Lane	 	12345 Magnolia Lane	 	
Atlanta, GA   12345	 	Atlanta, GA   	12345	 	Atlanta, GA   12345	 	
 
Article 5. 	 	
The corporation (will/will not) have members. 	 	
 
Article 6. 	 	
The principal mailing address of the corporation is 12345 Magnolia Lane, Atlanta, GA 	 	
12345. 	 	
IN  WITNESS  WHEREOF,  the  undersigned  has  executed  these  Articles	 of  Incorporation. 	
This ________ day of _____________, 2003. 	 	
John Doe 	 	
(Capacity in which person is signing.)

Publication of Notice of Intent to Incorporate. 	 	
All corporations must publish a notice of intent to incorporate in the newspaper which is 	the official legal organ of 	 	
the county where the initial registered office of the corporation is to be located, or in a newspaper of general 	 	
circulation in such county and for which at least 60 percent of its subscriptions are paid.   A list of legal org	ans is 	 	
published at 	http://www.gsccca.org/clerks	, or the Clerk of Superior Court can advise you as 	 	
to the legal organ in your county.  	 The notice of intent to incorporate and a $40.00 publication fee should be	  	
forwarded directly to the newspaper no later than the next business day after filing articles of incorporation with 	 	
the Secretary of State. 	 	
 
The notice should be in the following format: 	  
NOTICE OF INCORPORATION 	 	 Dear Publisher: 	 	 Please publish once	 a week for two consecutive weeks a notice in the following form: 	 	
Notice is given that articles of incorporation that will incorporate (Name of Corporation)	 have been delivered to the Secretary of 	State for filing in accordance with the Georgia Business C	orporation Code 	(or Georgia Nonprofit Corporation Code).	  The 	initial 	registered office of the corporation is located at 	(Address of Registered Office) 	and its initial registered agent at such 	address is 	(Name of Registered Agent). 	 	
Enclosed is (check, dra	ft or money order) in the amount of $40.00 in payment of the cost of publishing this notice. 	 	
 	Sincerely, 	 	
(Authorized signature) 	 	
 
Note to nonprofit corporations that will pursue “tax exempt” status: 	 	
Nonprofit  corporations  are  not  automatically  tax  exemp	t  under  501(c)(3)  or  other  sections  of  the  Internal 	
Revenue  Code  by  filing  articles  of  incorporation  with  the  Secretary  of  State.    Nonprofit  corporations  must 
make  an  Application    for    Recognition    of    Exemption    to    the    IRS    for    exempt    status.   	  Addit	ional 	
information  to   that  required   by  the  Secretary  of  State  will  be  required  in  the  articles  of 
incorporation.	     	Examples  of  such  information  are  provided  in  IRS  Publication  557.      Said  Publication, 	
necessary applications, and other exempti	on information can be accessed at 	http://www.irs.ustreas.gov	, or by 	
calling the IRS.   The IRS information should be included in the articles of incorporation if tax exempt status 
will be sought by the nonprofit co	rporation.   Otherwise, an amendment to articles, and a $20 filing fee, will 	
be required to add the material.   IRS Publication 557 should be reviewed 	before 	incorporation if 	a nonprofit 	
corporation wishes to be “tax exempt.” 	 	
 
Professional  legal  and/or  ta	x  advice  should  be  obtained  regarding  what  material  may  or  should  be 	
included  in  the  articles  of  a  nonprofit  corporation  that  wishes  to  be  tax  exempt.      The  Office  of 
Secretary of State cannot offer advice in this regard. 	 	
 
Other important information for 	corporations: 	 	
…An  Employee  Identification  Number  will  be  needed.      It  is  obtained  from  the  Internal  Revenue  Service  by  filing 
Form SS	-4.  Call 1	-800	-829	-3676 or visit the IRS web site. 	 	
…The Georgia Department of Revenue should be contacted regarding comp	liance with state tax laws.    Income and net 	
worth tax information may be obtained by calling (404) 656	-4191.   Sales and withholding tax information may be 	
obtained by calling (404) 651	-8651 or at the DOR’s web site, http://www2.state.ga.us/Departments/D	OR. 	 	
…Many corporations will be required to obtain workers’ compensation insurance.    Workers’ compensation 
information may be obtained by calling 1	-800	-533	-0682 or (404) 656	-3818. 	 	
…Many corporations will be subject to unemployment tax requirements of th	e “Georgia Employment Security	 	
Law.”  Information  may  be  obtained  from  the  Georgia  Department  of  Labor  at	 	(404)	 656	-5590  or	 	
http://www.dol.state.ga.us	. 	
…Nonprofit  corporations  that  will  be  soliciting  or	 accepting  contributions  in  Georgia  should  contact  the  Charitable 	
Organizations  section  of  the  Office  of  Secretary  of  State  at  802  West  Tower,  #2  Martin  Luther  King,  Jr.  Drive, 
Atlanta, GA   30334 to determine if additional registration is required by law.
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