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LeapLaw's 50 State Blawg  > Georgia
Sponsored by:
Charles Coyle & Company, Inc.
Charles Coyle & Company, Inc.
1366 Baileys Corner
Suite B
Marietta, GA 30062-2074
Phone: (770) 321-0678
Toll Free: (800) 211-8645
Fax: (800) 211-8647



GEC Group, LLC.
GEC Group, LLC.
2731 Executive Drive
Suite 4
Weston, FL 33331
www.gecgrp.com
Phone: (954) 318-2787
Toll Free: (877) 261-6823
Fax: (954) 318-2790



ParaNet Corporation Services, Inc.
ParaNet Corporation Services, Inc.
3761 Venture Drive
Duluth, GA 30096
www.paranetlegal.com
Phone: (770) 497-9977
Toll Free: (800) 277-9977
Fax: (800) 815-0477



Triad Professional Services, LLC
Triad Professional Services, LLC
Parkway Forest 100, Suite 150
2050 Marconi Drive
Alpharetta, GA 30005
/www.triadpros.com
Phone: (877) 805-6723
Fax: (770) 220-1943



UCC Filing & Search Services, Inc.
UCC Filing & Search Services, Inc.
526 E. Park Avenue
Tallahassee, FL 32301
Phone: (850) 681-6528
Toll Free: (800) 822-5436
Fax: (800) 424-7979




Search posts for:

Basics Box: Georgia
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: Yes (additional $100 - same day processing 30 minutes - 1.5 hours turnaround)
  • Name Reservations:
  • Yes: 30 days
  • Preclearance:
  • No
    Apostilles and Authentications (Georgia)
    Contact Information Georgia Secretary of State
    Domestic Corporate Dissolution Summary (Georgia)
    Domestic Corporation Summary (Georgia)
    Foreign Qualification Summary (Georgia)
    LLC - Formation Summary (Georgia)
    Publication Notice in Georgia
    UCC Contact Information in Georgia
    UCC Filings and Retrieval (Georgia)

    Apostilles and Authentications (Georgia)
    The Georgia Superior Court Clerks' Cooperative Authority (GSCCCA) issues apostilles and authentications.

    To obtain an apostille or certificate of authentication, mail or hand deliver to:

    Georgia Superior Court Clerks' Cooperative Authority
    Notary Division
    1875 Century Boulevard, Suite 100
    Atlanta, GA 30345

    If mailing, please include return postage and a check or money order payable to the GSCCCA. The fee for an apostille is $3 for each document. Certificates of authentication are $2 per document.

    For further information, please call the Notary Division at (404) 327-6023.

    The name of the country to which the document is being delivered should be indicated in your correspondence to assure the GSCCCA applies the correct acknowledgment.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the GA SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information Georgia Secretary of State
    Geogia Secretary of State
    315 West Tower, 2 MLK, Jr. Dr.
    Atlanta, GA 30334-1530

    Corporations Division:
    Phone: 404.656.2817

    Fax: 404.657.2248
    Email: corporations@sos.state.ga.us

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    Domestic Corporate Dissolution Summary (Georgia)
    Georgia Business Corporation Code (Ga. Code Ann. § 14-2-101 et seq.) governs dissolution of a Georgia corporation.

    Tax Clearance: Not required.

    Required Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors (if within one year of incorporation).

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent.

    Notice of Intent to Dissolve:

    Upon approval of stockholders/directors, pursuant to Code § 14-2-1402, the corporation shall deliver to the Georgia Secretary of State (GA SOS) a notice of intent to dissolve setting forth:

  • The name of the corporation;
  • The date dissolution was authorized;
  • If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with Code Section § 14-2-1402.

    Note: The Notice of Intent to Dissolve and Articles of Dissolution can be filed either separately or at the same time.

    Articles of Dissolution:

    Pursuant to Code Section § 14-2-1408 if a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may deliver articles of dissolution to the GA SOS.

    Georgia does not have pre-printed articles of dissolution. GA SOS sets forth guidelines as well.

    Execution: Must be signed by either the chairman of the board of directors, an officer, a receiver or trustee if one has been appointed by a court, or the attorney for the corporation. The signer should state the capacity in which he or she is signing. The signature need not be notarized.

    Filing: The original and one copy of the notice of intent to dissolve and articles of dissolution are submitted to the GA SOS.

    Filing Fee: $20 for each - notice of intent to dissolve and articles of dissolution.

    Annual Reports: All annual reports must be filed and the corporation must be in good standing.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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  • Domestic Corporation Summary (Georgia)
    Pursuant to Georgia Business Corporation Code (Ga. Code Ann. § 14-2-101 et seq.), a corporation incorporating in Georgia files Articles of Incorporation with the Georgia Secretary of State (GA SOS).

    Online Filing is available. Filing fee: $100.00

    There is no pre-printed form of Articles of Incorporation in Georgia. Articles must be drafted from the legal requirements contained in Code § 14-2-202, must set forth:

  • Corporate Name: A corporate name must contain "corporation" "incorporated" "company" "limited" or abbreviation thereof;

  • Authorized Stock: The number of shares the corporation is authorized to issue (there is no maximum stock for minimum requirement);

  • Registered Office: The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office;

  • Name and Address of Incorporator: The name and address of each incorporator (any person over 18, no requirement that the incorporator be a resident of Georgia); and

  • Principal Office: The mailing address of the initial principal office of the corporation, if different from the initial registered office.

    Optional Provisions:

  • The names and addresses of the individuals who are to serve as the initial directors;

  • Provisions not inconsistent with law regarding (A) The purpose or purposes for which the corporation is organized; (B) Managing the business and regulating the affairs of the corporation; (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (D) A par value for authorized shares or classes of shares; and (E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;

  • Any provision that under this chapter is required or permitted to be set forth in the bylaws;

  • A provision eliminating or limiting the liability of a director to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability: (A) For any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (B) For acts or omissions which involve intentional misconduct or a knowing violation of law; (C) For the types of liability set forth in Code Section 14-2-832; or (D) For any transaction from which the director received an improper personal benefit, provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; and

  • A provision that, in discharging the duties of their respective positions and in determining what is believed to be in the best interests of the corporation, the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on the corporation or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the corporation and its subsidiaries, the communities in which offices or other establishments of the corporation and its subsidiaries are located, and all other factors such directors consider pertinent; provided, however, that any such provision shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.

  • The articles of incorporation need not set forth any of the corporate powers.

    Basic Requirements:

    No. of Directors:The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Execution and Filing: Submit two (2) executed copies of the Articles of Incorporation together with one (1) executed copy of the transmittal form for Georgia Corporations.

    Next Business Day - Publication Requirement
    A Request for Publication must be delivered to a newspaper publisher no later than the business day following the filing of the Articles of Incorporation. The newspaper must be in the county where the registered office is located.

    Within 90 Days
    Initial Annual Registration must be filed within 90 days of the date of incorporation. If the Articles of Incorporation are filed after October 1, the Initial Annual Registration is due between January 1 and April 1 of the next succeeding calendar year.

    15th Day of the 3rd Month after Incorporation
    Georgia Corporation Net-Worth/Income Tax Returns (Form 600) must be filed with Georgia Department of Revenue by 15th day of 3rd month after incorporation.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Georgia)
    Pursuant to Georgia Business Corporation Code (Ga. Code Ann. § 14-3-1501 et seq.), a foreign corporation, may not transact business in Georgia until it files an Application for Certificate of Authority with the Georgia Secretary of State (GA SOS).

    Name of Corporation: Name must contain "corporation" "incorporated" "company" "limited" or abbreviation thereof.

    Name Conflict: If a foriegn corporation's name is not available in Georgia due to a name conflict, a corporation may qualify by either adopting an assumed name or adding to its name the state of incorporation in parenthesis at the end of its corporate name.

    Certificate requires the following info:

    • Date Commenced Business: If over 30 days, a $500 penalty is imposed.
    • Principal Address (Mailing Address)
    • Name and Address of Registered Agent
    • Jurisdiction
    • Date of Incorporation
    • Name and Address of CEO, CFO and Secretary

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier must be attached to the Application for Certificate of Authority.

    Filing and Execution: The filing is signed by an officer of the company. One original and one conformed copy is filed with the GA SOS.

    Filing Fee: $225 payable to the Secretary of State.

    Post-Filing: File Georgia Corporation Net-Worth/Income Tax Returns (Form 600) with Georgia Department of Revenue by 15th day of 3rd month after Qualification.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.


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    LLC - Formation Summary (Georgia)
    Pursuant to the Georgia Limited Liability Company Act (Ga. Code Ann. § 14-11-100 et seq.), a limited liability company forming in Georgia files transmittal form together with Articles of Organization with the Georgia Secretary of State (GA SOS).

    Online Filing is available.

    Preparation of Articles of Organization.

    Articles of organization must be drafted in accordance with § 14-11-204 and drafted on white 8 1/2 X 11 paper.

    Articles must contain:

    • LLC Name: The name must contain "limited liability company" or "limited company" ("limited" may be "ltd." and "company" may be "co.") or "L.L.C." "LLC" "L.C." or "LC".

    • Management: That management of the limited liability company is vested in one or more managers. The company may have 1 member; and

    • Additional Provisions: Any other provisions not inconsistent with law.

    Execution: Must be signed by any member of the limited liability company, any manager if management is vested in one or more managers, or by an organizer if the entity has been formed but it has no members or managers. The filing attorney may also sign the articles of organization. The signer should indicate in what capacity he or she is signing.

    Filing: One original and one copy of the articles of organization, a completed Transmittal Form 231, and the $100.00 filing fee are submitted to the GA SOS.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Publication Notice in Georgia
    14-2-201.1

    (a) Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation) to publish a notice of the filing of the articles of incorporation as required by subsection (b) of this Code section.

    (b) No later than the next business day after filing the articles of incorporation, the incorporator shall deliver to the publisher of a newspaper which is the official organ of the county where the initial registered office of the corporation is to be located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:

    NOTICE OF INCORPORATION

    Notice is given that articles of incorporation which incorporate _______________________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business 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 agent).

    The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the incorporator to deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the incorporation of the corporation or the filing of the articles of incorporation.

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    UCC Contact Information in Georgia
    Georgia Superior Court Clerks' Cooperative Authority
    1875 Century Boulevard, Suite 100
    Atlanta, GA 30345

    Telephone: (404) 327-9058

    Facsimile: (404) 327-7877

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    UCC Filings and Retrieval (Georgia)
    UCCs to be filed in Georgia are filed with the Clerk of Superior Court in the county where the principal place of business is located.

    Under the Georgia system, a secured party need only file in one county to receive statewide notification of his lien position. When a filing is presented to a local clerk of superior court, the clerk has 24 hours in which to transmit the UCC document to the Authority and the Authority then has 24 hours in which to add the filing to the statewide index.

    Online Filing Instructions

    FAQs



    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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