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Starting an LLC – or Limited Liability Company – is one way to structure your business legally. It offers a combination between a partnership and corporation through a mixture of limited liability (a feature of corporations) and more flexibility with a lack of formalities (provided by a partnership/sole proprietorship). Business owners that want to limit their own personal liability for the debts and legal affairs of their business should consider establishing an LLC. If you are considering creating a Limited Liability Company in Georgia, follow this 7 step guide on how to form an LLC in Georgia.
Here’s how to form an LLC in Georgia.
#1 – Choose a Name
Georgia law states that the name of an LLC has to include “Limited Liability Company, “L.L.C,” “LLC,” “LC,” “L.C,” or “Limited Company.” “Limited” can also be abbreviated to “Ltd.” And “Company” can be shortened to “Co..” No matter what, though, the complete name must be no more than 80 characters, including punctuation and spaces.
The name of the LLC must also be different from other businesses registered with the Georgia Secretary of State Corporations Division. You can check the name by searching the business name database for the Corporate Division. You can also secure the rights to your name for 30 days by filing a Name Reservation Request. This comes with a filing fee of $25.
Using a Fictitious Business Name
It’s possible to do business under an assumed name instead of the one registered with the Articles of Organization. An assumed name is also known as a trade name, fictitious business name, or a DBA (short for ‘doing business as’). You will, however, have to register the assumed name with the Clerk of the Superior Court for the county where the Georgia LLC is based out of. You can find the right clerk for you at the Georgia Superior Court Clerks’ Cooperative Authority Website.
#2 – Choose a Registered Agent
LLCs in Georgia are required to have their own agent for service of process. This is a business entity or individual who agrees to accept any legal papers on behalf of the LLC in the event they are sued. The registered agent can be a Georgia resident or a business registered to do business in the state. This registered entity has to have a physical street address in the state.
#3 – File Articles of Organization and Transmittal Form
Georgia LLCs are formed by filing the Articles of Organization with the Georgia Secretary of State Corporations Division Corporations. The Articles of Organization include;
- The name of the LLC
- The signature of the organizer, member, manager, or attorney-in-fact for the LLC
There is a $100 filing fee attached to the articles, which can be filed online or sent in by post.
If you choose to file by mail, then you have to also include the Transmittal Information Form Georgia Limited Liability Company (Form 231). This form contains:
- An email address for the LLC
- The name and name reservation number (if applicable) of the LLC
- The name and address of the individual filing the articles
- The name and address of the registered agent
- The names and addresses of all organizers
#4 – Create an Operating Agreement
Georgia law doesn’t require an LLC to have an operating agreement by law, but it is still recommended to create one. This internal document outlines how the LLC is run. It sets out the rights and responsibilities of members and managers, including the actual management structure of the LLC. This document also helps you to maintain limited liability as it shows the LLC is genuinely its own business entity. Without such an operating agreement in place, the LLC is governed by state LLC law.
#5 – Comply with Regulatory and Tax Requirements
The LLC may be subject to other regulatory and tax requirements, including;
If the LLC has more than one member, then you are required to obtain an IRS Employer Identification Number (EIN), even if you don’t have any actual employees. If you have a single-member LLC, then you only need to get an EIN for the business if you plan to have employees or want to be taxed as a corporation rather than a sole proprietorship. You can obtain the EIN for your business by filing an online application through the IRS website. There are no filing fees for this.
- Business License
Your business may require a business license depending on where you operate out of and what kind of business you have. You can check with the city where your primary place of business is located for local licenses, and check with the Georgia Secretary of State First Stop Business Guide for state licenses.
- Georgia Department of Revenue
There will be some cases – such as if you have employees or sell goods and collect sales tax – that require you to register with the Georgia Department of Revenue (DOR). You can register via mail (Form CRF-002) or online.
#6 – File Annual Registrations
Georgia LLCs are required to file an annual registration with the Georgia Secretary of State, which comes with a $50 filing fee. This initial registration is due between the 1st of January and the 1st of April of the calendar year following the year of formation for the LLC. This registration is filed online.
#7 – Foreign LLCs Operating in Georgia
Any LLC organized outside of Georgia must first register with the Georgia Secretary of State to conduct business in Georgia. Like local LLCs, foreign LLCs are required to appoint a registered agent that has a physical address within Georgia. You have to file an Application For Certificate of Authority for Foreign Limited Liability Company form, which can be done online or through postal mail. This form comes with a filing fee of $225.