A Limited Liability Company, or LLC, is a business structure that offers liability protection to its owners, shielding their personal assets from business debts. It also provides pass-through taxation, meaning profits are taxed at the individual level rather than at the corporate level. This guide provides a step-by-step overview of the official process for forming and maintaining an LLC in Georgia.
Information and Decisions Required for Your Georgia LLC
Before you can officially form your LLC, you must make several decisions and gather specific information. The first step is selecting a name for your business. Under Georgia law, O.C.G.A. § 14-11-207, the name must include “Limited Liability Company,” “LLC,” or “L.L.C.”1Justia Law. Georgia Code § 14-11-207 (2024) – Name The name cannot exceed 80 characters, including spaces and punctuation, and must be distinguishable from any other business name registered with the Georgia Corporations Division. You can verify if your desired name is available using the business search tool on the Secretary of State’s website.
Next, you must appoint a registered agent. This individual or entity is responsible for receiving official legal documents and tax notices on behalf of your LLC. According to O.C.G.A. § 14-11-209, a registered agent can be a Georgia resident over 18, a Georgia-based business entity, or a commercial registered agent service.2Justia Law. Georgia Code § 14-11-209 (2024) – Registered office and registered agent The agent must have a physical street address in Georgia; P.O. boxes are not acceptable.
Finally, you will need to collect other information. This includes the LLC’s principal office mailing address, which, unlike the registered agent’s address, can be a P.O. Box. You also need the full legal names and addresses of each organizer. The organizer is the person or entity who signs and submits the formation documents.
Filing Georgia Articles of Organization
The official creation of your LLC occurs when you file the Articles of Organization with the Georgia Secretary of State’s Corporations Division. The form requires the information you gathered previously, including the LLC’s legal name, the registered agent’s name and physical address, the business’s principal mailing address, and the organizers’ names and addresses. You can obtain the form, titled Articles of Organization for LLC (CD 030), from the Georgia Corporations Division website.
The state offers two primary methods for submitting the Articles of Organization. The most efficient method is filing online through the Georgia Corporations Division’s eCorp portal, which has a filing fee of $100. Alternatively, you can file by mail, which requires sending the completed form with a transmittal form and a $110 payment. Online filings are processed within 7-10 business days, while mail filings can take up to 15 business days. Once approved, you receive a certificate of organization.
Post-Formation Essentials for Your Georgia LLC
After the state approves your Articles of Organization, there are important steps to take to ensure your LLC is properly structured. One of the first actions should be to create an LLC Operating Agreement. This is an internal document that details the operational rules of your business, including member roles, profit distribution, and the management structure. Though not required by Georgia law to be filed, a well-drafted operating agreement is beneficial for preventing future disputes.
For single-member LLCs, an operating agreement helps solidify the business’s separate legal identity, reinforcing personal liability protection. All members should sign the agreement, and it should be kept with your company’s official records.
Another post-formation task is obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). An EIN is a federal tax ID for your business. You will need an EIN if your LLC has more than one member, plans to hire employees, or chooses to be taxed as a corporation. Many banks also require an EIN to open a business bank account. You can apply for an EIN for free on the IRS website, and the number is issued immediately.
Maintaining Your Georgia LLC
To keep your LLC in good standing, you must fulfill ongoing compliance requirements. The most significant of these is the Annual Registration, which must be filed with the Georgia Corporations Division each year. The filing period for the annual registration runs from January 1st to April 1st. The standard filing fee is $50 if submitted on time.
Failure to file your annual registration by the April 1st deadline results in a $25 late fee. If the registration remains unfiled, the state may proceed with administrative dissolution, which would legally terminate your LLC’s existence. Filing can be completed online through the state’s eCorp portal.
Depending on your industry and location, your LLC may need to obtain other state or local business licenses and permits. Check with the Georgia Secretary of State’s office and your local county and city governments to ensure you have all necessary credentials to operate legally.