Form a Georgia LLC

At LawInc we are Georgia LLC formation experts who can help you form a Georgia LLC, the right way. We file the Georgia LLC Articles of Organization with the Georgia Secretary of State Corporations Division and prepare a customized operating agreement. We can also obtain the Georgia LLC’s EIN, in an quickly as 24 hours. Let LawInc guide you through the process of forming your Georgia LLC.

Let LawInc walk you through the Georgia Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Georgia LLC Name        

The first step in forming a Georgia Limited Liability Company (LLC) is selecting the business name. Georgia LLC names:

• Must include the words “Limited Liability Company” or “Limited Company” (it being permitted to abbreviate the word “limited” as “ltd.” And the word “company” as “co.”) or the abbreviation “LLC” or “L.L.C.” or “LC” or “L.C.” The Georgia LLC name may not exceed 80 characters, including spaces and punctuation.

• The name of a Georgia LLC must be distinguishable on the records of the Georgia Sec. of State.

• An available Georgia LLC name may be reserved for 30 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Georgia LLC, prior to filing.

Georgia LLC Formation

Georgia LLC Filing Procedure: When forming a Georgia LLC, the Georgia Articles of Organization must be filed with the Corporations Division of the Georgia Secretary of State. The Georgia Articles of Organization must state:

• The Georgia LLC name.
• Name and address of each Georgia LLC organizer.
• Street address of Georgia registered office.
• Street address of principle place of business.

Georgia LLC Organizers: An Georgia limited liability company can be formed by one (1) or more organizers. An organizer may be an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.

Georgia LLC Members: Georgia LLCs require 1 or more members. There is no residence or age requirement. Georgia LLC members are not required to be listed in the Articles of Organization.

Georgia LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Georgia Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Georgia Registered Agent: An Georgia LLC must maintain a registered agent and office to receive service of process in Georgia. The Georgia registered agent should be available, at an Georgia physical address, during normal business hours to accept important legal and tax documents on behalf of the Georgia LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Georgia or (2) an individual resident of the state. A Georgia LLC may not act as its own agent.

Georgia LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Georgia LLC operating agreement should reference how the Georgia LLC is managed, allocation of profits and losses and member capital contributions. The Georgia LLC operating agreement does not need to be filed.

Georgia LLC Post-Filing Requirements

Georgia Annual Registration: Georgia LLCs are required to file an annual registration with the Georgia Secretary of State. The filing fee is $50. The initial GA annual registration is due between January 1 and April 1 of the year following the calendar year in which the LLC was formed.  The registration should be filed online at www.georgiacorporations.org. LLC address changes and/or registered agent and registered agent address changes throughout the year are made by filing another registration and paying the $50 fee. An LLC that fails to file its annual registration is subject to administrative dissolution.

Georgia Business License: In the State of Georgia, business licenses can be obtained from the county and/or city in which the primary business is located.  It is best to contact your local business licensing authority for further information.  To find out who regulates business licenses in your county, you may contact your local chamber of commerce office. To obtain the number for your local chamber office you may contact the Georgia Chamber of Commerce at 404-223-2264 or by visiting their website at: www.gachamber.com.

Georgia LLC Taxes

Georgia State Income Tax: The LLC tax rate for Georgia is variable, depending on Georgia taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Georgia LLC net income must be paid just as you would with any self-employment business.

Most Georgia multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Georgia LLC profits are reported and allocated to each of the owners according to the Georgia LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Georgia LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election.  Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Georgia LLC has more than one owner, or any employees.

Georgia LLC Dissolution

In order to dissolve or cancel an Georgia LLC, the members or managers must file a Certificate of Termination with the Corporations Division of the Georgia Secretary of State. The LLC must be current and in active status prior to filing a Certificate of Termination.

Acts Triggering Georgia LLC Dissolution: A Georgia LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement; or
• At any time there are no members;
• Judicial decree to dissolve by a Court.