With one of the top population centers in the southeastern United States, Georgia is growing into a social and economic powerhouse. It’s an exciting place to start your own business. If this is your first time, though, you have questions. And the information you can get on this topic isn’t always clear.
We’re here to give you the details you need to form your own Georgia LLC. It’s not as hard as some of the websites might lead you to think. Just follow our steps and tips, and you’ll be up and running before you know it.
In this article, you’ll find all the information you need to start an LLC in Georgia, including:
- Tips on drafting and filing the documents you need for your Georgia LLC formation
- Guidelines for staying within state and federal law
- The actual laws and rules you need to follow
Step 1: Name your Georgia LLC
Your first job is to name your new company. You have a lot of freedom here, with only a few rules to guide you in the process. Let’s take a look at how to use those rules, starting with Georgia Code section 14-11-207.
Words You Have to Use
As with other states, Georgia law requires LLCs to have the words “limited liability company” or “LLC/L.L.C.” in their names. If you like, Georgia also lets you omit the word “liability.” Therefore, “limited company” or “LC/L.C.” is fine too.
Your LLC’s name also must be distinguishable from the names of other companies doing business in Georgia. That way, your business won’t be confused with any others. For example, let’s say you want to open a business called “Peach Tree Bakery, LLC.”
When you search business names, you find a corporation known as “Peachtree Bakeries, Inc.” Although the final call rests with the Georgia Secretary of State, those two names are probably too similar. You would need to add more words to get your name approved, like “Lisa’s Peach Tree Bakery, LLC.”
Section 14-11-207 has one more requirement to keep in mind. Your name cannot go longer than 80 characters, including spaces and punctuation.
Words You Can’t Use
Unlike many other states, Georgia does not have a single statute that prevents LLCs from using certain words in their names. There are other statutes throughout the Georgia Code that apply to all businesses in the state. The Secretary of State also provides guidelines on which words will not be accepted.
Georgia Code section 7-1-243 states that unless your business is a banking company, you cannot use the words “bank,” “banker,” or similar terms. Also, if your company is not licensed as an insurance company in Georgia, you can’t use “insurance” or similar words in your company’s name.
Finally, unless your company is an educational institution that (1) meets Georgia’s minimum standards and (2) has written permission from the Nonpublic Postsecondary Education Commission, you can’t use words like “college” or “university” in your LLC name.
The big rule is this: if you need a license or government approval to do your job, double-check with the Secretary of State to make sure your company name complies with the law.
Research the LLC Name You Want
It pays to do research before you get set on a name that’s going to be rejected. The Georgia Secretary of State offers a free, robust online search of all companies doing business in the state.
To make sure that your LLC name will be accepted, try to conduct multiple searches with different words from your proposed name. That way, you will have a good name that is not too similar to the name of any other existing business.
Georgia DBA: Using a Fictitious Business Name
Sometimes, your LLC’s name on its legal papers is not the name you want to have on the sign outside your office. Maybe it’s too hard to remember, or there is a danger of confusing it with one of your competitors. In that case, you need a fictitious business name, also known as a trade name or a “doing business as” name (DBA).
Georgia Code section 10-1-490 governs the use and registration of DBAs in Georgia. Before you start doing business under your DBA, you will need to visit your county’s superior court. (For example, in Atlanta, you might need to visit the superior courts or Fulton or DeKalb county, depending on where your LLC does business.)
At the superior court, you will have to file a DBA registration statement that contains the following:
- The name and address of your LLC
- The names of your LLC’s members
- Your LLC’s business
- An affidavit swearing that the contents of the statement are true
Once you have filed the statement, you’ll need to publish notice of the DBA in a local newspaper once a week for two weeks. For information on which paper to use, you will need to consult the local sheriff’s office.
After you’ve registered your DBA and published your notice, you do not have to renew or re-register unless there is a change of ownership of your LLC. (In other words, if you lose or gain members, you should re-register your DBA.)
When you file your DBA statement, you will have to pay a $15 fee, according to Georgia Code section 15-6-77(g)(10).
Step 2: Appoint a Registered Agent for your LLC
Georgia Code sections 14-11-209 and 14-11-1108 require your LLC to name a registered agent for mail and service of process, along with that agent’s business office. Service of process is a legal term for business letters or legal papers. In other words, your agent is there for the state or the public to communicate with you.
Registered agents are most important if your LLC is sued. When that happens, Georgia Code section 9-11-4 requires the people suing to give your LLC’s registered agent the papers. If they can’t find your Georgia registered agent, you could lose the lawsuit by default judgment. (A default judgment happens when you lose because you didn’t respond to a lawsuit.)
Georgia will let any resident of the state or company that is licensed to do business serve as the agent for your LLC. When they are first starting out, many business owners think they should be the registered agents for their LLCs, reasoning that they shouldn’t pay someone else to do the job. This is not always a wise choice, though.
Experienced business owners often hire registered agent companies. A company like this will allow you to use its address for your registered office and agent. That way, service of process and other correspondence will go to them before being redirected to you.
You may not be convinced that a company is the best way to go. Being your own agent can be tempting for a few reasons:
- It’s cheap: You’re not paying someone for something you can do yourself.
- It’s simple: The only address and contact information you have to keep current is your own.
- It’s reliable: You will receive all important papers personally.
All of those points are true. But you should also think about the cons of being your own registered agent:
- No privacy: Your name and address will be published on the Secretary of State’s website.
- Junk mail/spam: You will get a ton of junk mail in addition to a small amount of real mail and any service of process.
- No breaks: Agents must be open for service during all business hours. They don’t get time off.
- Business interruptions: If your agency address is the same as your business address, your clients may be interrupted by people serving lawsuits. That could be embarrassing or hurt your reputation.
- It’s your fault if you miss something: You always have to make sure your agency address is correct and up to date. If you make a mistake or miss something, that’s on you.
Registered agent companies are an easy way to avoid these issues. They aren’t pricey, either. They usually cost around $100 per year. Their name and address, not yours, are listed on the Internet. Depend on your agent to make sure you don’t miss anything. That way, you can focus on your business.
If you are looking for a professional registered agent service, take a look at our Best Registered Agent ranking for some of our recommendations.
A registered agent company can also help if your LLC will do business in multiple states and you need to register as a foreign LLC. Just find a company that does business in all those states, pay them a single fee for multiple agents and offices, then let them worry about the details.
Step 3: File Your Georgia LLC Articles of Organization
Now that you have the details out of the way, it’s time to actually form your LLC. You do this by filing articles of organization. Compared to the statutes of other states, Georgia’s law is very short and simple, so this step will not take very long.
Don’t make the mistake, though, of thinking that the articles are not important. Until you file your articles, your LLC doesn’t exist and can’t do anything. Take the time and double-check to make sure that it’s done right.
If you would like to avoid the hassle of handling your LLC filing yourself, you can also use a professional LLC formation service. Check out our Best LLC formation services article for some of our suggestions.
What to include in my Georgia Articles of Organization?
Georgia Code section 14-11-204 does not require you to put a lot in your articles. In fact, the only thing that the statute mentions must be in there is the name of your LLC, which it does say must comply with the rules in section 14-11-207.
You may add more to your articles if you wish. The statute makes the following vague suggestions:
- A statement that the LLC is managed by managers, as opposed to LLC members
- Any other legal terms
If you want to complete your articles as quickly as possible, you can use the fill-in-the-blank Form CD 030 provided by the Georgia Corporations Division. When you file the articles, you must also include a Form CD 231. This form contains information that other states want in the articles, themselves, including:
- Your name and contact information
- The names and addresses of all organizers of the LLC
- The name and office address of your registered agent
Georgia LLC Filing Fee
All paper filings with the Secretary of State, even those that would normally be free, come with the extra $10 charge.
Georgia LLC Processing Time
The time it takes the state to process your articles of organization and give you a response depends on how you file the articles. If you file your articles by mail, the normal processing time is 15 business days. If you file the articles online, you can cut that time down to 7 business days.
If you need a response faster, the Secretary of State offers three tiers of expedited service:
- Two business days: $100
- Same day: $250
- One hour: $1000
For same-day service, your filing must be received on business days by noon. Otherwise, the response will be on the next business day. For one-hour service, requests must be received on business days between 9:00 a.m. and 4:00 p.m. Requests outside of that window will be handled starting at 9:00 a.m. the next business day.
Step 4: Draft your Georgia LLC Operating Agreement
Operating agreements are contracts between you and the other members of your LLC.
Georgia law doesn’t force your LLC to have one of these, but it’s a good idea anyway. A contract stating the rules of your company will help you and your company in a lot of different situations. They are most important when something unexpected happens.
Your operating agreement should have all the important facts about the LLC. If your LLC has several different members, each of you might have a unique job in the company. The operating agreement says what’s expected of each person.
Title 14, Chapter 11, Article 3 of the Georgia Code sets down lots of rules about LLCs, including:
- the duties and powers of members
- how to admit new members to the LLC
- how company meetings should be held
- how members should manage the LLC
Not all of those rules may be right for your company, though. That’s why the statutes let you draft an operating agreement — so you can decide what the right answer is for your company rather than having it dictated to you by a law.
An operating agreement can do even more than the statutes, as well. Most agreements do the following:
- They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so.
- They say what the manager has the right to do. Managers also have special duties to the company and the members. The operating agreement should state these.
- They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
- They say how new members can join the company. They also have rules about how exiting members can leave.
- They set down how and when profits are paid to members. They can also create different types of membership and payment schemes.
- They say whether members or managers are in charge. They also say how to hire and fire managers.
- They say how and under what circumstances the LLC should end. You might not want to dissolve your business now, but you might in the future. It’s best to think about it and plan before it becomes an issue.
- They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.
Georgia Code section 14-11-1107 allows you to use your articles of organization for the same purposes as an operating agreement. Because your articles are filed with the state, any changes to them will require an amendment and a $20 fee ($30 if you file by mail).
Operating agreements, on the other hand, are not filed with the state. They are your private contracts, and you can change them as you see fit. Therefore, we recommend that you put your LLC’s rules in an operating agreement instead of the articles of organization.
If you have an operating agreement, make sure that it contains all the rules for your LLC, and the articles of organization have none. This is because if there is a conflict between the two, Georgia law will ignore the operating agreement and enforce the rules in the articles instead.
Step 5: Get an EIN (Employer Identification Number) for Your Georgia LLC
When you file your personal tax return with the IRS, the government keeps track of that return by using your social security number. LLCs aren’t people, though, so they don’t have social security numbers. Therefore, the government uses EINs as a way to track some companies’ tax information.
Not all LLCs need an EIN. To see whether your LLC needs an EIN, ask yourself these three questions:
- Does your LLC have more than one member?
- Does your LLC have any employees?
- Is your LLC taxed as a C corporation or S corporation?
If the answer to any of the above questions is yes, you will need an EIN.
The good news is that it’s not hard at all to get an EIN. The IRS has a detailed website on the topic and allows you to apply online. The whole application process takes about five minutes. Alternatively, you can also file IRS form SS-4 via mail or fax.
Because it’s so simple, you should never pay anyone to get an EIN for you unless they are throwing it in as an added benefit to a bigger service package.
First Tasks After Registering your Georgia LLC
Your LLC is formed. Congratulations! But you still have a few more very important things to do before you start doing business.
Open a Business Bank Account
There are many good reasons to get your LLC its own bank account:
- Accounting: You’re in business to make money. You can’t tell if you’re making money unless you know exactly how much your company spends and deposits every month.
- Credit: Even successful companies need to borrow money. You don’t want to use your personal credit, though, for a business expense. Keeping your company’s money separate helps build up company credit that it can use for business purposes.
- Personal Asset Protection: Keeping your company’s money separate from your own is the whole point of even forming an LLC. Without a business bank account, you risk losing that protection.
Accounting is the simplest reason. You must keep detailed financial records about your business, its expenses, and its income. You can’t do that if you are mixing in your own information and money with that of the business. Your LLC’s books are easier to keep if it has its own account.
The second reason, getting credit, is not one that occurs to a lot of new business owners. It might not be fun to think about borrowing money later, but you may have to do it. Maybe in a few years, you will need to make improvements or invest in new technology. When that time comes, the LLC should do the borrowing, not you.
The third point, legal protection, is perhaps the most important. The whole idea of having an LLC for your business is that if someone sues it, your own assets are not at risk. This company/individual separation is called the corporate veil. (Even though an LLC is not a corporation, it's still called a “corporate” veil.)
If you treat your company’s assets like your own, the veil can be pierced, and you can lose all liability protection. So, for example, if you are taking the company’s money and using it to pay your household bills, you could lose all the legal protection that you got by forming your LLC!
Mixing assets is risky, and you just shouldn’t do it. Thus, go to the bank now and get your LLC its own bank account. You’ll be glad you did.
Get Business Insurance For Your Georgia LLC
You might have noticed a common theme in this article: you need to act now to protect yourself and your company in the future. A key part of protecting your business is buying insurance.
Here are some types of insurance you should think about for your LLC:
- General liability insurance: You’ll need this if there's an injury on your property. It pays for damages and a lawyer if you need one.
- Commercial automobile insurance: This works like your own car insurance. It covers drivers and vehicles for your business.
- Workers compensation insurance: If your LLC has three or more regular employees (whether part-time or full-time), Georgia law requires you to have a workers’ compensation policy to protect against on-the-job injuries.
- Commercial property insurance: This protects your property in the event of damage. Keep in mind that flood insurance is often a separate policy.
- Professional liability insurance: Lawyers, doctors, architects, and other professionals need this insurance. It provides coverage and legal defense in the event of a malpractice case.
- Business income insurance: If you have to close for some time, business income insurance can pay back the loss of income. Policies vary, though. Make sure that you know exactly what kinds of losses will be covered.
When counting employees for the workers’ compensation requirement, make sure you include all LLC members!
Keep Your Georgia Company Compliant
Once you have taken care of the items above, you can get started with your business. Keep in mind, though, that you will have to take care of some other business from time to time in order to make sure you stay within the law.
Georgia Business Permits and Licenses
The state of Georgia does not require a business license to operate. The city or county where your LLC operates, though, may require your LLC to have a license or tax certificate. Make sure you check and comply with all local government requirements.
Georgia Tax Requirements
In terms of income tax, LLCs are pass-through entities, meaning that income passes to the members, who then pay taxes to the state. A single-member LLC is taxed like a sole proprietorship, and multi-member LLCs are taxed like partnerships.
Your LLC, however, will likely be subject to other state taxes. You must register your business with the Georgia Department of Revenue, which might require one or more permits and/or licenses.
If your business will be selling goods or services, it will also need to collect sales and use tax. And if your business has any employees, you will also have to obtain a withholding payroll number. Depending on your specific business or trade, you may also have to register for other numbers as well.
You can register and obtain all of these tax identification numbers through the Georgia Tax Center website.
Federal LLC Tax Filing Requirements
Your LLC is also considered a pass-through business entity for federal tax purposes. Profits or losses from your LLC should be on Schedule C of your personal tax return.
Annual Report and Other Filing Requirements
Between January 1 and April 1 of each year, Georgia law requires your LLC to file an annual registration with the Secretary of State’s office. That annual registration must include the following:
- Your LLC’s name
- The address of your LLC’s principal place of business
- The name and street address of its registered agent
- Any extra information needed by the Secretary of State
There is a $50 filing fee for this legal document, provided you file it online. A paper filing costs $60.
Georgia Business Formation Quick Links
- Georgia Code Section 10-1-490 — Rules for DBAs
- Georgia Code Title 14, Chapter 11 — Limited Liability Companies
- Georgia Code Title 34, Chapter 9 — Workers’ Compensation
- Georgia Secretary of State — Business Search
- Georgia Secretary of State — Articles of Incorporation (Form CD 030)
- Georgia Secretary of State — Fee Schedule
- Georgia Secretary of State — Forms
- Georgia Secretary of State — Transmittal Information Form, Limited Liability Company (Form CD 231)
- Georgia Secretary of State — Name Availability Standards
- Georgia Tax Center
- IRS — apply for an EIN online
- IRS information regarding the federal tax treatment of LLCs
Georgia LLC FAQs
How much does it cost to start a Georgia LLC?
The filing fee for your articles of organization is $100. There is an extra $10 fee if you do not use the online filing service. Expedited LLC service fees will also cost more.
What is the processing time to form my Georgia LLC?
The processing time for documents filed online is seven business days. Mail filings take 15 business days.
What are the benefits of a Georgia LLC?
A Georgia LLC protects your personal assets while giving you favorable tax treatment. You can also use an operating agreement to customize your business structure so it best serves the needs of you and the other LLC members.
Where do I check if my Georgia LLC name is available?
Use the Secretary of State’s free online business search. Make sure you check multiple words and phrases from your proposed name to ensure that it is distinguishable from the names of other companies doing business in Georgia.