How to Start a Corporation in Georgia (2026): Steps, Costs & Filing Guide

Georgia’s Articles of Incorporation filing fee is $110 — just $10 more than what it costs to form an LLC. That surprises a lot of people who assume corporations are dramatically more expensive to set up. They’re not. The ongoing costs and formality requirements are where the real difference lives.

This guide covers the complete process: naming your corporation, filing with the Corporations Division of the Secretary of State, setting up bylaws, issuing stock, and making the S-Corp tax election if you want it. By the end, you’ll know exactly what to file, what it costs, and what to do once you’re official.

Still deciding between a corporation and an LLC? If you’re not certain which structure fits your situation, read the full comparison guide. Short version: corporations are better for raising outside investment, issuing stock options to employees, or building toward an eventual acquisition or IPO. LLCs are simpler and cheaper to maintain for most small businesses. If you’ve already made your decision, keep reading.

Corporation vs. LLC in Georgia — Quick Decision Guide

Here are the five differences that actually matter for most founders:

Factor	Corporation	LLC
Taxation	C-Corp pays entity-level tax (5.75% GA + federal). S-Corp election available for pass-through.	Pass-through by default. No entity-level income tax.
Ownership transfer	Shares transfer easily. Clean structure for investors.	Membership interest transfers require operating agreement review; can be messier.
Outside investment	VCs and angel investors expect corporations (usually Delaware C-Corps, but GA works).	Most institutional investors won’t invest in an LLC.
Formality required	Annual meetings, minutes, officers, board — required by law.	No mandatory meeting or minute requirements.
Annual cost in GA	$60/year (Annual Registration) + corporate formality costs	$60/year (Annual Registration)

Corporation wins when: you’re seeking venture capital, planning employee stock option plans (ESOPs or ISOs), positioning for an IPO, or you want the credibility signal that a formal board structure provides to larger clients and partners. Atlanta’s tech scene has grown substantially — if you’re building a startup in Midtown or along the Beltline, the corporate structure gives you the framework investors expect.

LLC wins when: you’re a solo operator, small partnership, or service business without plans to raise institutional capital. Less paperwork, lower annual costs, more flexibility.

If you’ve decided a corporation is right for you, here’s how to form one in Georgia.

Step 1 — Choose Your Corporation Name

Your corporation name must include one of the following designators:

Corporation or Corp.
Incorporated or Inc.
Company or Co.
Limited or Ltd.

The name must be distinguishable from existing businesses registered in Georgia. “Distinguishable” doesn’t mean dramatically different — the Secretary of State will reject a name that’s too similar to an existing one, even with minor variations.

Check availability through the eCorp portal at ecorp.sos.ga.gov. Use the business search function. Search before you fall in love with a name.

If you’re not ready to file immediately, you can reserve the name for $25 for 30 days through the Secretary of State. That’s optional — most people just file when they’re ready.

Georgia-specific restriction: You cannot use terms like “bank,” “trust,” “insurance,” or similar regulated industry terms in your corporation name without the appropriate licensing and regulatory approval. This applies even if you’re not in that industry.

Step 2 — Appoint Directors and Officers

Georgia law (O.C.G.A. §14-2-803) requires at least one director. There’s no maximum. Directors don’t need to be Georgia residents, and they don’t need to be shareholders.

Georgia also requires officers — the corporation must have the officers described in its bylaws or appointed by the board. In practice, most small corporations designate at least a president and a secretary. One person can hold both roles. For a one-person startup, you can be the sole director, president, secretary, and shareholder simultaneously. There’s no requirement for a second person anywhere in the structure.

Officers are elected by the board of directors, typically at the initial organizational meeting (covered in Step 6). Directors are elected by shareholders.

For now, just know who you’re putting in these roles. You’ll name the initial directors in your Articles of Incorporation.

Step 3 — Appoint a Registered Agent

Every Georgia corporation must have a registered agent — a person or company with a physical Georgia address who is available during normal business hours to receive legal documents and official state correspondence on your corporation’s behalf.

Your options:

You (or someone in your company): Works if you have a physical Georgia address and will reliably be there during business hours. Not ideal if you work from home and don’t want your address on public record.
A colleague or attorney: Same requirements — Georgia address, available during business hours.
A commercial registered agent service: Typically $50-$300/year. They handle the address, forward documents, and keep you compliant. Worth it for most small corporations.

For a full breakdown of registered agent options and how to choose, see the registered agent guide.

Step 4 — File Articles of Incorporation with the Secretary of State

This is the official step that creates your corporation under Georgia law.

How to file: Online through the eCorp portal at ecorp.sos.ga.gov, or by mail. Online is faster and easier.

Filing fee: $110 (covers both the filing and the publication requirement — more on that below).

What you’ll need to include:

Corporation name — exactly as you want it to appear
Registered agent name and Georgia address
Number of authorized shares (see below)
Principal office address
Incorporator name and signature — this is the person filing the document, not necessarily a future officer or director

Authorized Shares — What This Actually Means

Georgia requires you to state the number of shares your corporation is authorized to issue. This is one of the concepts that trips people up most.

Authorized shares are the maximum number of shares your corporation is legally permitted to issue. You don’t have to issue all of them — or any of them — right away. It’s a ceiling, not a requirement.

A sensible default for most small corporations: 10,000 shares of common stock. This gives you flexibility to issue shares to founders and future investors without hitting the limit prematurely, while keeping things simple.

Par value is a nominal dollar amount assigned to each share — a legal formality left over from an earlier era of corporate law. It has almost nothing to do with what the shares are actually worth.

A common default: $0.001 par value per share. That means your 10,000 authorized shares have a total par value of $10. This is not the value of the company or the shares — it’s a technical minimum that mostly matters for accounting purposes.

Georgia also allows no-par-value shares, which skips the par value concept entirely. Either approach works for most small corporations.

Processing time: Approximately 7 business days for standard online filings. Expedited processing is available — $100 for 2-business-day turnaround, $250 for same-day.

Georgia’s Publication Requirement

Here’s something that catches people off guard: Georgia used to require newly formed corporations to publish a notice of incorporation in a local newspaper. As of recent years, this requirement has been largely streamlined, but you should verify current requirements through the eCorp portal or the Secretary of State’s office when you file. The $110 filing fee accounts for the state’s portion of this process.

Step 5 — Create Corporate Bylaws

Bylaws are your corporation’s internal rulebook. You don’t file them with the Secretary of State — they’re an internal document — but they’re legally required and practically essential.

Where an LLC’s operating agreement focuses heavily on economics (profit splits, capital contributions, what happens when a member leaves), bylaws focus on process:

When and how board and shareholder meetings are held
What constitutes a quorum for votes
How officers are elected and removed
How shares can be transferred
How the bylaws themselves can be amended

For a one-person corporation, bylaws feel like bureaucracy. But they matter. If you ever bring in investors, get sued, or need to prove that your corporation operates as a separate legal entity, you’ll want documented bylaws and meeting minutes.

Getting bylaws:

Formation services (ZenBusiness, Northwest, etc.) typically include a bylaws template in their packages. Functional for most simple corporations.
An attorney will charge $500-$1,500 to draft custom bylaws. Worth it if your ownership structure is complex or you’re raising investment immediately.
DIY templates are available online. Use them carefully — make sure they’re Georgia-specific and current.

Step 6 — Issue Stock and Hold Initial Board Meeting

Once your Articles of Incorporation are approved by the Secretary of State, your corporation exists — but you’re not done with formation. You need to complete the organizational steps that make the corporation functional.

Issue stock. Georgia allows both paper stock certificates and uncertificated shares (electronic records). For a simple startup, uncertificated shares with a shareholder ledger in your corporate records book works fine. If you’re issuing to outside investors, certificates are more common.

Hold an organizational meeting of the board of directors. This is typically the first formal corporate act. At this meeting, the board should:

Formally adopt the bylaws
Elect officers (president, secretary, and any others)
Authorize the initial issuance of stock
Set the fiscal year (calendar year is most common)
Authorize opening a business bank account
Ratify any pre-incorporation actions taken on the corporation’s behalf

Keep corporate minutes. This is not optional. Georgia law expects corporations to maintain records of board and shareholder meetings. Failure to do so — consistently, over time — can create a legal vulnerability called “piercing the corporate veil,” where a court decides your corporation isn’t being operated as a real separate entity and holds you personally liable for corporate debts. Keep the minutes, even if they feel like a formality.

Step 7 — Get Your EIN and Handle Post-Formation Requirements

EIN (Employer Identification Number)

An Employer Identification Number is your corporation’s federal tax ID. You need it to open a business bank account, hire employees, and file taxes. Apply through the IRS at irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. It’s free and takes about 10 minutes online.

S-Corp Election (IRS Form 2553)

By default, your Georgia corporation is a C-Corporation for federal tax purposes. That means the corporation pays corporate income tax on its profits, and then shareholders pay personal income tax on dividends — the classic “double taxation” problem.

The S-Corp election lets you avoid this. With an S-Corp election, corporate profits pass through to shareholders’ personal tax returns, and the corporation itself pays no federal income tax. Georgia follows the federal S-Corp election for state tax purposes.

To elect S-Corp status, file IRS Form 2553 with the IRS (not the Secretary of State — this is a federal election only).

Timing matters:

For a newly formed corporation: file within 75 days of incorporation
For an existing corporation switching to S-Corp status: file by March 15 to be effective for the current tax year

S-Corp status has restrictions: no more than 100 shareholders, only one class of stock, and all shareholders must be US citizens or residents. If you’re planning to raise venture capital, S-Corp status is generally incompatible with that path (VCs require C-Corp structure). But for a small, owner-operated corporation? The tax savings can be significant.

Talk to a CPA before making the election — the right choice depends on your specific income situation.

Open a Business Bank Account

Keep corporate and personal finances separate from day one. Commingling funds is one of the fastest ways to lose the liability protection your corporation provides. Georgia has plenty of banking options — from national chains to local institutions like Synovus (headquartered in Columbus) and Ameris Bank.

Georgia Tax Registration

Georgia taxes C-Corp income at a flat 5.75% corporate income tax rate — unless you’ve made the S-Corp election, in which case income passes through to shareholders and is taxed at their individual rates instead. Georgia’s individual income tax is graduated from 1% to 5.49%.

Register with the Georgia Department of Revenue at dor.georgia.gov if you’ll have Georgia-source income, employees, or sales.

Local Business License

Georgia’s business licensing is handled at the city or county level — there’s no single statewide business license. Your requirements will depend on where your business operates. Check with your local government for specific requirements.

Annual Requirements

Georgia corporations must file an Annual Registration with the Secretary of State:

$60/year ($50 base + $10 online service fee)
Due between January 1 and April 1 each year
Filed through the eCorp portal

That’s it from the state level. No separate annual report filing. No franchise tax. Budget for $60/year and keep your corporate formalities current.

Georgia Corporation Costs

Here’s everything in one place so you can plan your budget.

Item	Cost	Notes
Articles of Incorporation	$110	One-time state filing fee
Name reservation	$25	Optional, 30 days
Registered agent	$0-$300/year	DIY or commercial service
Bylaws	$0-$1,500	Template vs. attorney-drafted
EIN	$0	Free from the IRS
Annual Registration	$60/year	Required annually, due Jan 1 - Apr 1
Year-one minimum	$110	Filing fee only, DIY everything
Ongoing annual minimum	$60/year	Annual Registration

Formation services (ZenBusiness, Northwest Registered Agent, Bizee, etc.) typically charge $0-$150 plus the state filing fee. They handle the paperwork and usually include a registered agent for the first year. If you’d rather not deal with the eCorp filing yourself, that’s a reasonable use of $50-$150.

Frequently Asked Questions

How much does it cost to incorporate in Georgia?

The state filing fee for Articles of Incorporation is $110 — paid to the Secretary of State. Your total costs will be higher if you use a formation service or hire an attorney, but the mandatory state fee is $110. The only ongoing state cost is the $60/year Annual Registration.

Can one person form a corporation in Georgia?

Yes. Georgia allows single-shareholder, single-director corporations with no minimum ownership requirements. You can be the sole director, president, secretary, and shareholder. The structure is the same as a multi-person corporation — you just fill all the roles yourself.

What’s the difference between a C-Corp and S-Corp in Georgia?

The corporate structure itself is identical — both are Georgia corporations formed the same way through the Secretary of State. The difference is a federal tax election made with the IRS via Form 2553.

A C-Corp pays corporate income tax at the entity level. An S-Corp elects pass-through taxation, so profits flow to shareholders’ personal returns and are taxed there instead. S-Corps avoid double taxation but come with restrictions: maximum 100 shareholders, one class of stock, and all shareholders must be US citizens or permanent residents.

Georgia follows the federal S-Corp election — no separate state election is required.

Does Georgia have a corporate income tax?

Yes. Georgia imposes a flat 5.75% rate on corporate taxable income. If you’ve made an S-Corp election, the corporation itself generally doesn’t pay Georgia income tax — income passes through to shareholders, who pay tax at their individual rates (1% to 5.49% graduated). If you’re a C-Corp, the 5.75% applies at the entity level, in addition to federal corporate taxes.

What to Do Next

Here’s the sequence in order:

Check name availability via the eCorp portal
File Articles of Incorporation online through eCorp — $110
Get your EIN from the IRS (free, takes 10 minutes)
Draft or obtain bylaws — template is fine to start
Hold your organizational meeting — even if it’s just you, document it
Issue stock and record it in your shareholder ledger
Decide on S-Corp election — talk to a CPA, file Form 2553 within 75 days if you want it
Open a business bank account
Register with the Georgia Department of Revenue if applicable
Check local business license requirements in your city or county

The eCorp filing is the official step — everything else follows from it. Most people complete the state filing in under an hour online.

This article is for informational purposes only and does not constitute legal or tax advice. Consult a licensed attorney or CPA for guidance specific to your situation.