How to Register a Business in Georgia

by Jennifer Kiesewetter in August 14th, 2021
timelapse photo of highway during golden hour

TLDR

  • When you register a business in Georgia, you'll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some key foundational aspects of your company, such as creating a business plan. 
  • Before you register your startup in Georgia, you must first determine its legal entity structure. Your chosen business entity determines the next steps in registering your startup in addition to which taxes you’ll pay and how much personal liability you might have.
  • In Georgia, you may choose to register as a corporation, limited liability company (LLC), partnership, general partnership (GP), limited partnership (LP), or sole proprietorship.
  • In addition to choosing your startup's structure, you'll also have to choose its name. When picking a name for your startup, you’ll need to distinguish it from other business names already registered with the state. You can check for available names by visiting Georgia’s business search.
  • You may reserve your startup's name while you’re completing your registration process.
  • Next, you need to identify and obtain a registered agent. A registered agent is “the person or entity located in [Georgia] designated by the entity to receive any service of process, documents, or other official communication on its behalf.”
  • Finally, after completing the above steps, it's time to submit your formation forms to Georgia’s Secretary of State’s office. For new entities, Georgia provides sample forms for your use or review. In addition to your formation forms, you’ll also want to check if any additional forms are required at the city, county, or state level, such as one for a business license.
  • Depending upon your startup's chosen entity, you need to understand the annual filing requirements in addition to any owed state tax. For example, for registering a corporation, limited partnership, or limited liability company, you must pay a $100 filing fee if filing online or $110 if filing by paper. 

Georgia is known for many things, including peaches, Vidalia onions, and the Georgia Bulldogs. But, Georgia is also known for business — both large and small. Atlanta is home to almost six million people and 150,000 businesses, including Coca-Cola, Delta Airlines, UPS, and The Home Depot.

But big businesses don’t get all the attention in the state, however. Georgia is also a hotbed for new companies, startups, and entrepreneurs. Georgia currently has the seventh-highest percentage of minority-owned startups in the country, with almost 25 percent of all startups being minority-owned.

Additionally, over the past five years, the Southeast region of the U.S., with Atlanta leading the way, “has gone from being 'one of the best kept secrets' in tech to a vibrant ecosystem teeming with a herd of billion-dollar tech businesses that are referred to in the investment world as ‘unicorns,’” according to TechCrunch.

As you determine where to locate your new business, this article will explore the ins and outs of registering your startup in Georgia.

When Do You Need to Register a Startup in Georgia?

When you register a business in Georgia, you'll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some key foundational aspects of your company, such as creating a business plan. 

In drafting your business plan, you’ll want to consider your target buyer, go-to-market strategy, marketing, and sales approaches, location, and ownership, to name a few elements. You can check in with the U.S. Small Business Administration, for guidance on how to create a business plan in addition to providing market research and competitive analysis for your startup.

Once you’ve identified some of the basics about your startup’s operation, it is then it's time to register your startup. Below, we've broken these requirements into an easy step-by-step process.

Determine Your Startup’s Entity Structure

Before you register your startup in Georgia, you must first determine its legal entity structure. Your chosen business entity determines the next steps in registering your startup, in addition to which taxes you’ll pay and how much personal liability you might have.

In Georgia, you may choose to register as a:

  • Corporation
  • Limited Liability Company (LLC)
  • Partnership
  • General Partnership (GP)
  • Limited Partnership (LP)
  • Sole Proprietorship

For example, the most common and most straightforward type of business entity is a sole proprietorship. When you have a sole proprietorship, it means that your business is unincorporated, with no legal distinction between you as the founder and the startup itself. The liabilities and profits are accounted for on your personal tax returns. Additionally, and here’s the downside, the founder has unlimited personal liability, with no protections built in. Georgia requires no formal filing to operate a business in the state.

If, on the other hand, you choose a corporation, limited liability company, or partnership structure for your startup, you must follow specific steps to register your business in Georgia. For example, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with Georgia’s Secretary of State.  If you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application.

You may want to visit your accountant before choosing a business structure so you are familiar with the tax advantages and disadvantages of each.

Choose Your Startup’s Name

In addition to choosing your startup's structure, you'll also have to choose its name. When picking a name for your startup, you’ll need to distinguish it from any other business names already registered with the state.

You’ll need to follow Georgia’s naming conventions, such as using proper designations such as “LLC” or “Limited Liability Company,” as applicable, in your startup’s name. Additionally, certain words are prohibited unless approval is received. For example, startups cannot use the words like “insurance,” “fidelity,” or “indemnity” without first getting the permission of Georgia’s Office of Insurance and Safety Fire Commissioner. Without the permission of the Department of Banking and Finance, startups cannot use words such as “bank,” “credit union,” or “trust company.”

You can check for available names by visiting Georgia’s business search.

Suppose you’re not ready to register your Georgia startup, but you want to reserve its name. In that case, you may reserve your startup's name while you’re completing the registration process. If approved, your startup’s name is reserved for 30 days, along with a $25 fee for filing online and $35 for filing a paper application. If you need longer than the initial 30-day period, then you’ll have to reapply to reserve the name, paying a filing fee again. Typically, the processing time is 15 days unless you pay for the determination to be expedited.

Identify Your Registered Agent

Next, you need to identify a registered agent. A registered agent is “the person or entity located in [Georgia] designated by the entity to receive any service of process, documents, or other official communication on its behalf.” A registered agent can be an individual, such as the startup’s attorney or even a business associate. However, you can also hire an entity to serve as the registered agent.

A registered agent must have a street address in Georgia and be physically present at that address to receive service. A P.O. Box may not be used.

Georgia requires a registered agent for each Georgia entity.

Submit Your Formation Forms

Finally, after completing the above steps, it's time to submit your formation forms to Georgia’s Secretary of State’s office. For new entities, Georgia provides sample forms for your use or review.

Let's look at a specific example. If you choose to register as a limited partnership in Georgia, you will file a Certificate of Limited Partnership to create your startup. And, as stated above, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with Georgia’s Secretary of State.  If you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application. Within 90 days of your incorporation, you must also file an initial annual registration with the Secretary of State, listing three principal officers of your startup.

In addition to your formation forms, you’ll also want to check if any additional forms are required at the city, county, or state level, such as one for a business license.

How Much Does It Cost to Register Your Startup in Georgia?

Depending upon your chosen entity for your startup, you need to understand the annual filing requirements in addition to any owed state tax. For example, for registering a corporation, limited partnership, or limited liability company, you must pay a $100 filing fee if filing online or $110 if filing by paper. 

Additionally, if you register a business in Georgia, you need to understand your tax obligations. For example, depending on your startup's entity, you’ll need to pay certain taxes through Georgia’s Department of Revenue, such as sales and use tax, withholding tax, other employment taxes, corporate income, and net worth tax.

To understand if and when you are subject to Georgia’s business and employment taxes, you should consult with an experienced accountant.

The Benefits of Registering Your Startup in Georgia

Founders can look forward to the many benefits of locating their startup in Georgia. Here are some key points to consider:

The Limitations Associated with Registering Your Startup in Georgia

There are very few drawbacks to starting a business in Georgia. However, one limitation is key to startup founders: access to capital. Like other states, many startups aren’t sound candidates for traditional financing through banks or credit unions.

Many founders may find luck with angel investor networks or bridge loans. But getting that funding is often a challenge.

Despite the common hurdles with funding, according to a partner in an Atlanta-based investment firm, “Atlanta is what a next generation, global, post-Silicon Valley tech hub looks like. Our demographics are 10 years ahead of the U.S.’s transformation into a majority minority society ...[and] Atlanta sets the tone for what’s next. We have the growing, diverse population base all strong founders need to scale.”

We can help!

At AbstractOps, we help early-stage founders streamline and automate regulatory and legal ops, HR, and finance so you can focus on what matters most — your business. If you're looking for help registering your Georgia startup, we can get your documentation ready, overall shepherding this process to ensure it's done right. Drop us a note at hello@abstractops.com.

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Note: Our content is for general information purposes only. AbstractOps does not provide legal, accounting, or certified expert advice. Consult a lawyer, CPA, or other professional for such services.

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