Starting an LLC in Georgia
A Georgia LLC (limited liability company) is a flexible business entity that protects its owners from being held personally liable for business debts. By default, a Georgia LLC is taxed as a pass-through entity. To form an LLC in Georgia, you must file a form called the Articles of Organization with the Georgia Corporations Division and pay the $100 filing fee ($110 if filing by mail or in person). You’ll need to decide on a business name and designate a registered agent before you’re ready to file. Here’s our guide to starting an LLC in Georgia.
Ready to Start an LLC in Georgia?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your Georgia LLC
Before you file your Articles of Organization, you need a business name. You should make sure the business name you want to use fits Georgia’s LLC name requirements, detailed in the Code of Georgia (GA Code § 14-11-207). Your LLC’s name must:
- Contain “limited liability company,” “limited company,” or an abbreviation thereof, like “LLC.”
- Be unique among business names in the state of Georgia.
- Not include restricted words like “insurance” or “university” unless you have proper approval.
- Be 80 characters or fewer, including spaces and punctuation.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Georgia?
Yes. If you want to make sure your business name remains available while you prepare to file, you can reserve it for 30 days by submitting a Name Reservation Request form to the Georgia Secretary of State, along with a $25 filing fee.
What’s the difference between my LLC’s name and an assumed business name?
The company name you write on your Articles of Organization becomes your business’s legal name. Any other name your LLC uses to do business is an assumed business name, also sometimes called a “trade name” or “doing business as” name (DBA).
LLCs sometimes adopt an assumed business name for marketing purposes—doing so allows you to do business under a new name without forming an entirely new LLC. For example, you might start an LLC called Nancy’s Craftsman Furniture, LLC, but later decide to re-brand using the name Cedar and Rose Collectibles. Your LLC’s legal name would still be Nancy’s Craftsman Furniture, LLC, but you could do business under the assumed business name, Cedar and Rose Collectibles.
To use an assumed business name in Georgia, you’ll need to do the following:
- Register with the Clerk of the Superior Court in the county where your business is located.
- Publish a notice in your local newspaper.
Filing fees for registering DBAs vary depending on your county, as do publication fees.
The notice you publish must run for two consecutive weeks. After that, the newspaper should send you a Publisher’s Affidavit proving the notice was published. You don’t need to file the Publisher’s Affidavit in Georgia—just keep it with your business records.
Considering using an assumed business name? Learn How to Get a DBA.
2. Designate a Registered Agent
Your next step is to appoint a registered agent for your LLC. A registered agent accepts legal mail and service of process on behalf of a business. Your Georgia registered agent could be an individual or a registered agent company, but you are legally required to appoint someone for this role. Your registered agent’s name and address will be listed on the public record.
Learn why the pros use a registered agent service.
What does a registered agent do?
Your registered agent must:
- Have a physical address (not a P.O. box or virtual office) in Georgia.
- Maintain regular business hours.
- Accept legal notices on behalf of your business and get them to you fast.
Can you be your own registered agent in Georgia?
Yes. If you are willing to put your name and address on public documents, and you can maintain regular business hours to accept service of process in person, you can be your own registered agent in Georgia.
To maintain their privacy, many business owners choose to hire a registered agent who will put their name and business address on the public record instead of the business owner’s whenever possible. Hiring a registered agent service also guarantees that you won’t miss an important legal notice when you’re on vacation or out of the office.
Can I change my registered agent after I start an LLC?
Yes. To change your registered agent in Georgia, you’ll need to file an Annual Registration form to the Secretary of State and pay the $50 fee.
3. Submit LLC Articles of Organization
Next, you’ll need to complete a form called Articles of Organization and submit this form to the Georgia Secretary of State. You can file a paper version of the form ($110) or file the form online ($100). If you file the paper version, you’ll need to include the Transmittal Information Form as well. If you file online, you’ll fill out one longer form that combines the information required in the Articles and Transmittal Information form. Either way, you’ll need to provide the following information about your LLC:
- Company name. Must include “limited liability company,” “limited company,” or an abbreviation thereof.
- Name approval document. If your LLC’s name will use restricted words like “credit union” or “college,” you’ll need to attach a letter from the proper agency granting approval. Hint: most LLC’s don’t need name approval.
- Business purpose. You can choose the NAICS Code that best matches your business, or select “unknown” or “any legal purpose” if you prefer not to specify.
- Mailing address. Can be a P.O. box.
- Registered agent. The person or business that will accept legal notices for your business.
- Registered office. Must be a physical street address in Georgia and will go on the public record.
- Organizer info. The name and address of the person who completes your Articles. Must include a physical street address.
- Optional provisions. Any additional information you want to provide, such as member and manager information.
- Effective date (optional). If you want to delay the official start of your LLC, you can choose a date up to 90 days in the future.
- Signature. Indicate whether the person who filled out and signed the Articles is a member, manager, attorney, or organizer outside the LLC (like a registered agent service).
You will also need to provide a business email address, where the Corporations Division will send you a Certificate of Approval once they approve your LLC. This email address does not go on the public record. Everything else does.
How can I keep my personal information off the public record?
The name and address you list on your Articles of Organization will go on the public record, where anyone could find it and use it to spam you. And they will—trust us.
The best way to keep your information private is to hire a registered agent who will list their information—including a business address—on these documents instead of yours.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, all of the LLC members (owners) are involved in the daily functioning of the business. In contrast, in a manager-managed LLC, the members hire one or more managers to run the LLC. Whoever is in charge of managing your business will be able to enter contracts, hire and fire people, open company bank accounts, and more.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Georgia Articles of Organization?
You can file your Articles of Organization with the Georgia Corporations Division online, by mail, or in person.
By mail or in person:
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
Online:
Georgia Corporations Division
4. Write an LLC Operating Agreement
Your operating agreement is the internal document that will govern your LLC. This is where your members can decide on the rules for the LLC, including how you can vote to make changes, how membership interest can be transferred, and even the conditions under which you’ll dissolve the business. You’ll need an operating agreement to open a business bank account and to resolve any disputes that may arise.
Check out our attorney-drafted Georgia LLC Operating Agreement.
Does Georgia require an LLC to have an operating agreement?
Georgia law doesn’t require an LLC to adopt an operating agreement. However, the Code of Georgia (GA Code § 14-11-1107) does allow an operating agreement to override Georgia’s default LLC laws, which gives you more power over how your LLC functions.
Additionally, LLCs almost always need an operating agreement to open a business bank account. And if you ever need to fight a lawsuit, an operating agreement can demonstrate that your LLC has been following clear rules and procedures, which could be crucial to maintaining your limited liability.
What should be included in an operating agreement?
Your operating agreement should anticipate the important situations that your LLC is likely to face and explain how you’ll handle them. It should define the procedures for distributing profits, passing amendments, and even handling disputes. Strong operating agreements almost always cover the following topics:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolution
You can include anything in your operating agreement that is within the bounds of the law and doesn’t contradict your Articles of Organization.
Does a single-member LLC need an operating agreement?
Yes. Most banks require LLCs (including single-member LLCs) to show an operating agreement before opening a business bank account. And an operating agreement can help a single-member LLC maintain its limited liability status in court by showing that the business is a distinct entity with its own rules and proceedings.
5. Get an EIN
The next step is to apply for an Employer Identification Number (EIN). An EIN is a tax ID number that the IRS will use to identify your business. It’s similar to a social security number, but for businesses rather than individuals. It is free to get an EIN directly from the IRS. You can either apply online or by mail. It is faster to apply online, but you’ll need to mail in the paper form if you don’t have a social security number.
Do I need an EIN for my Georgia LLC?
Yes. While only LLCs that have employees or are taxed as corporations are legally required to have an EIN, pretty much all LLCs need an EIN to open a company bank account. And having an EIN saves business owners from the need to give out their social security number to vendors and other business associates.
What To Do After Forming Your Georgia LLC
6. Open a Bank Account
Having a separate bank account is a must for LLCs. Why? LLCs have limited liability status, which means that in the eyes of the court, the business is a separate entity with its own assets, interests, and liability. If you keep business funds in your personal bank account, it could seem like your LLC is not truly a separate entity—and you could lose your limited liability protection.
To open a bank account in Georgia, you’ll need to bring the following to the bank:
- Georgia LLC Articles of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
Time to invest in your business. All LLC members should make an initial investment to pay for their membership interest. Usually, each member does this by writing a check to the LLC. But it’s also possible for members to invest in the form of property or services. However, keep in mind that investments of property or services tend to trigger tax events.
What is LLC membership interest?
Membership interest is the percentage of the LLC owned by each member. Usually, your membership interest is proportional to the amount you invested. Say you and four other people each invest $10,000 into an LLC, and a fifth person invests $50,000 into the LLC. The fifth member would have 50% membership interest in the LLC, and you and the four other members would each have 10% percent membership interest.
Membership interest is typically also proportional to voting power, unless otherwise specified in the operating agreement.
8. File State Reports & Taxes
Your LLC will need to file an annual report each year, which in Georgia is called the Annual Registration. The report costs $50 to file ($60 by mail or in person). The purpose of the Annual Registration is to inform the Georgia Corporations Division if your business has changed owners or if your contact information has changed.
Worried you’ll forget? Let us file your Georgia Annual Registration for you.
When is the Georgia Annual Registration due?
The Georgia Annual Registration is due by April 1st every year. Your first one isn’t due until the calendar year after the year you formed your LLC. So if you first formed an LLC on February 2021, your Annual Registration won’t be due until April 1st of 2022.
How are Georgia LLCs taxed?
By default, Georgia LLCs are taxed as pass-through entities. This basically means that the business profits “pass through” the LLC to the owners, who report the profits as self-employment income on their tax returns. The profits are taxed at the federal self-employment tax rate (15.3%). LLCs can also elect to be taxed as an S-Corp or C-Corp.
Learn more about S-Corp Vs LLC tax designation.
