How to Complete and File Your Georgia Articles of Incorporation

To form a corporation in Georgia, you draft your own Articles of Incorporation, pair them with Transmittal Form CD 227, and submit both to the Secretary of State with a $110 payment, either online through eCorp or by mail. The corporation legally exists the moment the filing is accepted. One step people miss: Georgia also requires you to send a notice of incorporation to your county’s official newspaper no later than the next business day after filing.

What the Articles Must Contain

Georgia does not offer a fill-in-the-blank form for corporations. You prepare the document yourself. A sample format is available in the Secretary of State’s Filing Procedure for Corporations document at sos.ga.gov.1Georgia Secretary of State. Filing Procedures For Forming A Georgia Corporation

Five items are required by statute:2Justia. Georgia Code 14-2-202 – Articles of Incorporation

  • The corporate name, including a designator such as Corporation, Incorporated, Company, Limited, or an abbreviation like Corp., Inc., Co., or Ltd.
  • The total number of shares the corporation is authorized to issue. This is a ceiling, not an obligation to issue them all at formation.
  • The name of the registered agent and the street address and county of the registered office in Georgia.
  • The name and address of each incorporator signing the document.
  • The mailing address of the principal office, if different from the registered office.

The name has its own rules. It must stay within 80 characters including spaces and punctuation, cannot imply a purpose beyond what the articles permit, and cannot contain language the Secretary of State reasonably considers obscene. It also has to be distinguishable on the Secretary of State’s records from every other corporation, LLC, limited partnership, and nonprofit already registered or reserved in the state.3Justia. Georgia Code 14-2-401 – Corporate Name You can check availability through the business search tool at ecorp.sos.ga.gov, though the Secretary of State notes that this search is not a definitive availability check.

The registered office must be a physical Georgia street address where someone can personally hand legal documents to the registered agent. A P.O. box, mail drop, or rural route alone does not qualify.4Fastcase. Georgia Rules and Regulations 590-7-19-.11 – Registered Office and Registered Agent An incorporator, an officer, or the corporation itself can serve as its own registered agent, or you can hire a commercial service.

At least one incorporator must sign. If directors have not yet been chosen, the incorporator is the proper signatory.5Justia. Georgia Code 14-2-120 – Filing Requirements

Optional Provisions You Can Add

Beyond the five mandatory items, Georgia law allows several optional provisions in the articles:2Justia. Georgia Code 14-2-202 – Articles of Incorporation

  • Names and addresses of the initial directors. If you skip this, the incorporators run the organizational meeting and elect the first board.
  • A statement of corporate purpose. Many incorporators use broad language such as “any lawful business” to avoid amending later.
  • A provision limiting director liability for monetary damages, with statutory exceptions for misappropriating a business opportunity, intentional misconduct, knowing legal violations, and transactions yielding an improper personal benefit.
  • Par value for shares or classes of shares.
  • A clause letting directors weigh the interests of employees, customers, suppliers, creditors, and local communities alongside those of shareholders.

You can also move items that would ordinarily sit in the bylaws into the articles. Keep in mind that amending articles requires a state filing, so anything you put there is harder to change than bylaw provisions.

How and Where to File

Once your articles are drafted, download Transmittal Form CD 227 from the Georgia Business Forms page on the Secretary of State’s website.6Georgia Secretary of State. Georgia Business Forms The transmittal form is a short cover sheet with administrative tracking details, and every entry on it must match your articles exactly. Mismatches are a common reason filings get rejected.

Online Through eCorp

Filing online at ecorp.sos.ga.gov is the faster route. You log in, select “Create or Register a Business,” choose a new domestic business, and pick your business type.7Georgia Secretary of State. How to Guide: Online Services The portal walks through the required information and lets you upload your drafted articles. Payment of $110 (a $100 filing fee plus a $10 service charge) is made by credit or debit card.8Georgia Secretary of State. Corporations Division Filing Fees Online filings are generally processed within 7 to 10 business days.9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings

By Mail

Send your drafted articles, the completed CD 227, and a $110 check or money order payable to “Georgia Secretary of State” to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334.10Georgia.gov. Register a Corporation Paper filings take roughly 15 business days.9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings

Expedited Options

For an additional fee on top of the standard $110, the Secretary of State offers faster review:9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings

  • Two-business-day service for $120 extra.
  • Same-day service for $275 extra, if the filing arrives before noon on a business day. Filings received after noon are handled by noon the next business day.

Expedited processing runs only during business hours on business days; weekends and state holidays do not count. It is available for articles of incorporation but not for trademark or service-of-process filings.

Publish the Notice in Your County Newspaper

Georgia requires every incorporator to publish a notice of the filing in the county where the registered office sits.11Justia. Georgia Code 14-2-201.1 – Publication of Notice of Intent to File Articles of Incorporation The statute spells out exactly what to do:

  • Deliver a written undertaking to the Secretary of State, either inside the articles themselves or as a separate letter, confirming you will publish the notice.
  • Send the publication request to the county’s official newspaper (or a paper with at least 60 percent paid circulation in that county) no later than the next business day after the articles are filed.
  • Include $40 by check, draft, or money order with the publication request.
  • The newspaper then runs the notice once a week for two consecutive weeks, starting within ten days of receiving it.

The notice itself lists the corporation’s name, the registered office address, and the registered agent’s name. Skipping this step does not void the incorporation. The corporation still exists. But failure to publish is one of the grounds the Secretary of State can later use to start administrative dissolution.12Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution Handle it the same day or the next.

What to Do After the State Accepts Your Filing

Receiving your Certificate of Incorporation means the corporation legally exists. A few tasks still remain.

Adopt Bylaws and Hold the Organizational Meeting

The incorporators or the initial board must adopt bylaws before or at the time the corporation issues any shares.13Justia. Georgia Code 14-2-206 – Bylaws Bylaws cover meetings, director elections, officer positions, and decision-making procedures. If you named initial directors in your articles, they call the organizational meeting, adopt bylaws, and appoint officers. If you did not, the incorporators hold that meeting and elect the first board.

Get an EIN from the IRS

Every corporation needs an Employer Identification Number for tax filings, bank accounts, and payroll. Apply only after your articles have been filed; the IRS warns that applying before formation can cause processing delays.14Internal Revenue Service. Get an Employer Identification Number The IRS online tool is free and issues the number in minutes. You will need the responsible party’s Social Security number or ITIN. The session times out after 15 minutes of inactivity, and the IRS limits applicants to one EIN per responsible party per day. Never pay a third-party site to get an EIN; the IRS does not charge for it.

Beneficial Ownership Reporting Does Not Apply

As of March 2025, FinCEN revised its beneficial ownership rules so that domestic companies, including Georgia corporations, no longer file BOI reports under the Corporate Transparency Act.15FinCEN.gov. Beneficial Ownership Information Reporting The requirement now covers only foreign entities registered to do business in a U.S. state or tribal jurisdiction. A corporation formed under Georgia law can skip this step.

File an Annual Registration Every Year

Every Georgia corporation must file an annual registration with the Secretary of State between January 1 and April 1.16Georgia Secretary of State. One Click Annual Registration The fee is $60, consisting of a $50 registration fee and a $10 service charge.8Georgia Secretary of State. Corporations Division Filing Fees Filing before January 1 does not count toward that year’s requirement. If you miss the deadline by more than 60 days, the Secretary of State can begin administrative dissolution against your corporation.12Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution An administratively dissolved corporation loses its authority to transact business in the state, so this filing is not optional once you are up and running.