How To Form an LLC in Georgia
Limited liability companies (LLCs) are a popular business structure among small businesses. Setting up a Georgia limited liability company is a great option for startup business owners looking to protect their personal liability and assets.
The step-by-step process to create an LLC vary depending on state laws, but all states require specific forms to be filed with a state agency to register your business. Typically, LLCs and other types of businesses are administered by some department within the Secretary of State.
Steps to Form a Georgia LLC
Name Your LLC
If you want to start an LLC, you should take some time to sit down and make a list of business names you would like to use. The names that you come up with should be unique and descriptive. The name of the LLC is vital for branding and marketing, but there are also legal implications. You'll need to make sure that the name you choose doesn't violate any Georgia laws or naming guidelines. You can confirm that the LLC's name complies with Georgia's requirements by consulting the State of Georgia's Business Name Standards.
For example, your business name must be distinguishable from other registered business names in Georgia. To check for your business name availability, you can conduct a name search on the Georgia Secretary of State's website. Georgia's Secretary of State also allows name reservation if you have a particular business name in mind but aren't quite ready to register. Budding entrepreneurs can reserve their desired business name online, by mail, or in person for the Georgia state fee of $25.
Naming requirements may vary by state, but legal names should include the words "limited liability company," "limited company," or an abbreviation such as "LLC" in your business name. Do not include any words or phrases that imply that your business is affiliated with a governmental agency. Likewise, don't include any words or phrases that indicate that your business is a financial institution if it's not one.
Get a Registered Agent
You must maintain a registered agent for your Georgia LLC. A Georgia registered agent acts as the official “mailbox" for your business. If you can't think of an individual with a physical address in Georgia who could serve as your registered agent, you can use a registered agent service. For a fee, a registered agent service can be available to receive any service of process, documents, or other business communication on behalf of your LLC. The benefits of using a professional registered agent service include avoiding the possible service of lawsuits at your place of business and maintaining your privacy.
File Your Articles of Organization
You have to file articles of organization in Georgia to formally create a limited liability company. You may choose to handle your LLC filing online, by mail, or in person and will be required to pay a $110 filing fee. If you opt for online filing, visit the Georgia Secretary of State website. If you decide to file your Georgia articles of organization by mail, you'll need to include the transmittal information form. Expect to provide the following information:
- LLC's name and business address
- Name and address of the person filing the articles of organization
- Names and addresses of all of the organizers
- Registered agent's name and address
If you want to register in person, visit the office of the Georgia Corporations Division in Atlanta, Georgia. Business days are Monday through Friday, and business hours are from 8 a.m. to 5 p.m.
Draft an Operating Agreement
An LLC operating agreement typically contains provisions relating to business ownership and the rights and responsibilities of each member of the organization. Georgia does not require LLCs to have an operating agreement, but it is a helpful document for governing your business. Also, banks or other lending institutions may require one before they do business with you.
Get an EIN
Your LLC may need to be assigned an Employer Identification Number (EIN) for tax purposes if your business will have employees. Much like a Social Security number, this is used to identify your business entity. The Internal Revenue Service (IRS) assigns these numbers for federal income taxes, and you can apply for one for free on the IRS website. You'll most likely need an EIN to file tax returns and open bank accounts for your LLC.
Set Up Business and Tax Accounts
Depending on your LLC's type of business, you might also need to register for one or more tax types to obtain required state tax ID numbers, licenses, and permits. LLC owners can get information about Georgia state tax types by visiting the Georgia Department of Revenue.
It's essential to keep your personal and business funds separate. A separate bank account for your business assets will also make accounting and tax preparation easier. Be prepared to provide your EIN when you open your bank account.
It's also a good idea to get a credit card or debit card dedicated solely to your business. This will help you maintain the separation between business and personal funds you need. Failure to keep this separation could result in a creditor's ability to reach your personal assets.
Depending on your LLC's type of business, where you do business, and how many employees you have, your LLC may be subject to various state business taxes. You should consult with the Georgia Department of Revenue to find out the tax requirements for your business.
State Business Tax
LLCs that do business or own property in Georgia or receive income from Georgia sources must file a state income tax return. You can file your business income tax return electronically, by paper, or hire a tax professional to do it for you.
State Employer Tax
If your business has employees, you will also register for a withholding payroll number. You are not required to renew this registration as long as your employees are subject to Georgia income tax withholding.
Sales and Use Tax
If your business involves the sale of goods, you need to register for a sales and use tax number and certificate of registration. If the ownership or structure of your business changes, you must renew this registration.
Business Licenses and Permits
In Georgia, businesses are not required to have a general state business license. Your LLC is registered or "licensed" to do business in the state upon the filing and approval of your articles of organization with the Georgia Secretary of State. However, your business does need to apply for a business license in the city or county where it is located. You should contact your local city or county government to obtain a business license for your LLC.
Registration in Other States
If you want to operate your business in another state, you'll probably be required to register as a foreign LLC in that state. You may also need to provide proof of your LLC's good standing in Georgia.
Instead of an annual report, you must file an annual registration every year your LLC is in business with the Georgia Secretary of State online or by mail. The annual registration fee is $50. If you fail to comply, your business may be revoked or dissolved by the Secretary of State. You should also renew your local county or city business license and pay the applicable fees. Typically, this amount is calculated according to your LLC's income for the previous year.
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