Form a S-Corp in Georgia
Everything you need to know about forming a 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 designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation. Search the Georgia Corporations Division 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 and official documents on behalf of the corporation. The agent can be an individual Georgia resident or a qualified registered agent service.
15-30 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Georgia Secretary of State Corporations Division, either online at ecorp.sos.ga.gov or by mail. The filing requires the corporate name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Create Corporate Bylaws
Draft internal corporate bylaws that govern the corporation's operations, including rules for shareholder meetings, board of director responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are essential for corporate governance.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold an Organizational Meeting — Conduct an initial organizational meeting of the board of directors to adopt bylaws, appoint corporate officers, authorize the issuance of stock, and handle other preliminary business matters. Document the meeting with formal minutes.
- •Obtain EIN and Elect S-Corp Status with the IRS — 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 status. The Form 2553 must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect.
- •Register for Georgia Taxes and Obtain Licenses — Register with the Georgia Department of Revenue for applicable state taxes, including withholding tax if you have employees, and obtain any required local or industry-specific business licenses or permits. Georgia S-Corps are subject to Georgia income tax at the corporate level for built-in gains.
Advantages
- ✓Pass-through taxation avoids federal double taxation, with income and losses reported on shareholders' personal tax returns
- ✓Shareholders who are active employees can reduce self-employment tax liability by splitting income between reasonable salary and distributions
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Enhanced credibility and professional image compared to sole proprietorships or partnerships, which can help attract investors and clients
Considerations
- •S-Corp election carries strict IRS eligibility restrictions, including a maximum of 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or residents
- •More complex and costly to form and maintain than a sole proprietorship or partnership, with ongoing compliance requirements including annual reports, corporate minutes, and payroll obligations
- •Shareholders must receive a reasonable salary subject to payroll taxes, which adds administrative burden including payroll processing and quarterly tax filings
Annual Obligations
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