Form an S-Corp in Georgia
Everything you need to know about forming an S-Corp in Georgia. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique business name that complies with Georgia naming rules and includes a required corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation thereof. Search the Georgia Corporations Division name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Georgia who is available during normal business hours to receive legal documents and official state correspondence on behalf of the corporation. The registered agent can be an individual resident or a qualified registered agent service.
15-30 minutes
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Georgia Secretary of State's Corporations Division, either online through the Georgia Corporations Division portal or by mail, paying the $100 filing fee. The Articles must include the corporate name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Draft Corporate Bylaws
Create corporate bylaws that outline the internal governance rules of the corporation, including procedures for shareholder meetings, board of director elections, officer roles, and voting rights. While not filed with the state, bylaws are legally important and required for proper corporate operation in Georgia.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct an initial organizational meeting of the board of directors to adopt bylaws, appoint officers, authorize issuance of stock, and handle other initial corporate matters. Issue stock certificates to shareholders, ensuring the total number of shareholders does not exceed 100 to remain eligible for S-Corp status.
- •Obtain EIN and Elect S-Corporation Status — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax treatment. The election must be filed no later than 2 months and 15 days after the beginning of the tax year in which the election is to take effect.
- •Register for Georgia State Taxes and Obtain Licenses — Register with the Georgia Department of Revenue for applicable state taxes, including Georgia income tax withholding if you have employees, and obtain any required local business licenses or permits for your specific industry and location. Georgia S-Corporations must file Georgia Form 600S annually.
Advantages
- ✓Pass-through taxation avoids federal corporate double taxation, with income and losses flowing directly to shareholders' personal tax returns
- ✓Shareholders who are employees can reduce self-employment tax liability by splitting compensation between reasonable salary and distributions
- ✓Provides strong personal liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Enhanced credibility and formal structure can make it easier to attract investors, secure financing, and establish business relationships in Georgia
Considerations
- •Strict IRS eligibility restrictions limit S-Corps to 100 shareholders, one class of stock, and only U.S. citizen or resident alien individual shareholders, restricting growth flexibility
- •More administrative burden than an LLC, requiring formal bylaws, regular board and shareholder meetings, minutes, and strict recordkeeping to maintain corporate formality
- •Shareholders must receive a 'reasonable salary' subject to payroll taxes before taking distributions, adding payroll compliance complexity and cost
Annual Obligations
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