How to Form an LLC in Georgia

How to Form an LLC in Georgia – Learn the ins and outs of forming a limited liability company in the state of Georgia.

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Introduction

An LLC, or limited liability company, is a type of business entity that can offer its owners some protections from personal financial liability for business debts and obligations.3 min read

What is an LLC?

An LLC, or limited liability company, is a business structure that combines the flexibility of a sole proprietorship or partnership with the limited liability of a corporation. LLCs are popular among small businesses because they offer personal asset protection for the business owner while still allowing for pass-through taxation. In other words, LLC profits and losses are “passed through” to the LLC owners and reported on their personal tax returns.

The Benefits of Forming an LLC

There are many benefits to forming an LLC, including limited liability protection, flexibility in how the business is structured, and tax advantages.

An LLC can provide its owners with limited liability protection. This means that if the LLC is sued, the owners’ personal assets are protected from seizure. Only the LLC’s assets are at risk. This protection is not absolute, however. Owners can still be held personally liable if they engage in wrongful or illegal conduct, or if they fail to follow corporate formalities.

An LLC also offers flexibility in how the business is structured. Unlike a corporation, an LLC does not have to have a board of directors or hold regular meetings. The owners of an LLC can decide how involved they want to be in running the business.

There are also tax advantages to forming an LLC. An LLC can choose to be taxed as a corporation or as a partnership. This flexibility allows the LLC to choose the tax status that will be most beneficial for the business.

How to Form an LLC in Georgia

The first step in forming an LLC in Georgia is to file the Articles of Organization with the Secretary of State. The Articles of Organization must include the LLC’s name, address, and the names of the LLC’s members. The LLC must also have a registered agent in Georgia. The registered agent is responsible for receiving legal documents on behalf of the LLC.

Choose a Name for Your LLC

Your LLC’s name must comply with the rules of the Georgia Secretary of State. These requirements are meant to ensure that the public can easily identify your LLC and know who is behind it.

1. Your LLC’s name must include the phrase “Limited Liability Company,” “L.L.C.,” “LLC,” or “LC.”
2. It can’t be too similar to the name of another business entity already on file with the Secretary of State.
3. It can’t include restricted words like “FBI,” “Treasury,” “Secret Service,” etc. that could make people think your LLC is a government agency.
4. It can’t imply that your LLC is engaged in a regulated activity unless it actually is engaged in that activity and has the proper licenses/permissions from state authorities.

File Your Certificate of Formation

To form your LLC, you’ll need to file your certificate of formation with the Georgia Secretary of State. You can do this online, by mail, or in person.

The certificate of formation must include:
-The LLC’s name and address
-The LLC’s purpose
-The name and address of the LLC’s registered agent
-The names and addresses of the LLC’s organizers
-The date on which the LLC will dissolve, if applicable
-Whether the LLC will be managed by members or managers
-The signatures of the organizers

You’ll also need to pay a filing fee, which is $100 for online filings, $110 for paper filings, or $180 for in person filings.

Appoint a Registered Agent

In Georgia, LLCs are required to have a registered agent. A registered agent is an individual or business entity that has physical presence in the state and is designated to receive official legal and tax documents on behalf of the LLC. The registered agent must also be available during normal business hours to accept these document

A Georgia LLC may appoint a registered agent by signing and filing the Articles of Organization with the Secretary of State. The name and address of the registered agent must be included in the Articles of Organization.

Create an Operating Agreement

An operating agreement is an internal document that outlines the ownership and operating procedures of your LLC. Think of it as your LLC’s constitution. It’s not required by the state, but we highly recommend that you create one.

Operating agreements can be simple or complex, but at a minimum, they should address the following topics:
-Who are the members of the LLC?
-What are each member’s rights and responsibilities?
-How will decisions be made?
-How will new members be added?
-How will members be removed?
-What happens if a member dies or wants to leave the LLC?
-How will profits and losses be distributed among the members?

If you have any questions about what to include in your operating agreement, we suggest talking to a lawyer.

File Annual Reports

All LLCs registered in Georgia must file an annual report with the state. The report is due by April 1st and must be filed online through the Georgia Corporations Division website. The filing fee is $50.

The annual report must include:
-The LLC’s name and registered office address
-The names and addresses of all members and managers
-The LLC’s federal tax identification number
-The name and address of the LLC’s registered agent

Additional information may be required depending on the type of business the LLC is engaged in. For instance, if the LLC is engaged in professional services, it must provide the name of at least one individual who is authorized to provide those services in Georgia.

Conclusion

After you have decided that forming an LLC in Georgia is the right business structure for your company, you will need to take the following steps:

1. Choose a name for your LLC. The name must include the phrase “Limited Liability Company” or “LLC.”
2. File a Certificate of Formation with the Georgia Secretary of State.
3. Appoint a registered agent for your LLC. The registered agent must be a resident of Georgia and have a physical address in the state.
4. Create an Operating Agreement for your LLC. This is not required by the state, but it is a good idea to have one in place to set forth the rules and regulations for running your LLC.
5. Obtain any necessary licenses and permits required to operate your business in Georgia.
6. Open a business bank account in the name of your LLC.

Once you have taken all of these steps, you will be ready to do business in Georgia as an LLC!