Entity Formation Step by Step Guide – New Georgia Business

How Do I Form My Entity in Georgia?

The following are general, step-by-step instructions on properly forming your Company (Business Entity) in Georgia.

If you have any questions through out the guide please feel free to contact SmartUp.
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REQUIRED ITEMS:

1.) Company NameDecide on the Entity’s Name

  • Consider the following factors:
    • Is the name available in Georgia?
    • Is a suitable internet domain name available?
    • Have others registered Federal or state trademarks with that name?
    • Is anyone else using the name somewhere?

2.) File Online. Register your Entity through the Georgia Secretary of State.

  • http://sos.ga.gov/
    1. Select ‘Corporations’
    2. Select ‘File Online’
  • Register and login to the cGov360 Business Filings system
  • From the cGov360 Filing System Home Screen, select the Entity type, complete the application, and submit payment
  • Make sure that your application appears in the ‘Approved Services’ section of the Filing System.

3.) Receive Confirmation. The Georgia Secretary of State will confirm that your Entity has been formed.

  • 1-2 weeks for processing is typical, unless an expedited option is selected in the application

4.) Publicize the Entity Formation. Contact the County Newspaper (Legal Organ) and ask for a publication.

  • After you receive confirmation from the Georgia Secretary of State that the Entity is formed, contact the publisher of the Legal Organ in the county where the Entity is based.
  • A listing of Legal Organs in each Georgia County can be found here:
  • Ask the publisher for a Notice of Formation (of the Corporation or LLC).
    • Notice needs to be published for two (2) consecutive weeks
    • Notice costs no more than $40.00
    • Publisher should send you confirmation of publication

5.) Obtain an EIN. Request an Employer Identification Number (EIN) from the IRS (also referred to as a Tax ID)  

6.) Obtain GA DOR Tax ID Number. Register the Entity with the Georgia Department of Revenue (GA DOR)

  • Register with the GA DOR after you received the EIN from the IRS.
  • Registration can be accomplished online a http://dor.georgia.gov/tax-registration
  • The most common registrations are:
    • Withholding Tax
      • This should be done BEFORE the Entity hires a W-2 Employee, including owners, if applicable
    • Sales & Use Tax
      •  See the GA DOR webpage to see if your business is subject to the registration

7.) Obtain GA DOL Number. Register the Entity with the Georgia Department of Labor (GA DOL)

  • This should be done BEFORE the Entity hires a W-2 Employee, including owners, if applicable
  • Only a paper application is currently available, and it must be mailed to the GA DOL:

8.) Obtain a Business License. Issued by the County or City.

  • The filing location and procedures depend on the city where the Entity is located

9.) Sign Governing Documents. Obtain, sign and store the documents that govern the Entity.

  • Entity Specific Documents
    • If Corporation:
      • Shareholder Agreement
      • By-Laws
      • Shareholder Resolutions
      • Board Member Resolutions
    • If LLC:
      • Operating Agreement
      • Member Resolutions
      • Manager Resolutions (if applicable)
  • Intellectual Property Assignment Agreement for Founders
    • Transfers IP from individuals to the Entity, and is very important if the Entity’s business has any material that can be Patented or that is a Trade Secret
  • Vesting Agreements for Founders
    • A Restricted Stock Grant Agreement forces a Corporation’s Shareholder to ‘earn’ his or her stock over time of service to the Entity.
      • A Restricted Unit Grant Agreement does the same for an LLC
    • Section 83(b) Election
      • Used to avoid negative tax consequences of vesting
      • Should be filed individually by the Corporate Shareholders or LLC Members
  • If the Entity’s business will be conducted primarily via the Internet:
    • Terms & Conditions
      • For general interaction between the business and its customers
    • Privacy Policy
      • If any data or information is collected by the business
    • End User License Agreement (EULA)
      • If the business offers software that is used by its users
  • Obtain Company Employment Documents
    • Employment Agreements for future Employees
    • Contractor Agreements for future Independent Contractors

OPTIONAL, BUT RECOMMENDED:

1.) Open Bank Accounts. Use the Entity’s full, legal name and EIN.

  • Fund the accounts after opening

2.) Set up Internal Accounting System

  • Bookkeeping software, such as QuickBooks is highly recommended.
  • HIGHLY recommended that it be set up by professional accountant

3.) Secure Intellectual Property

  • Consult a licensed Intellectual Property Attorney about:
  •  Trademarks
    • To protect the Entity’s brand and reputation
  • Patents
    • To secure the Entity’s innovations, ideas

Business Formation 101 from SmartUp Legal

 

If you are interested in more detail related to your situation it is best to speak with an attorney.

Andrei Tsygankov is the Co-Founder and COO of SmartUp® and a partner at Founders Legal (Bekiares Eliezer LLP). As an attorney, Andrei specializes in corporate, commercial, trademark, and international business matters.

andrei