Business Corporation Formation Filing Requirements in Georgia

At a glance

Requirements one by one

The articles identify the corporation and its initial public contacts

Under §§ 14-2-201 and 14-2-202, one or more persons form the corporation by delivering articles of incorporation to the Secretary of State. The articles state the corporate name, authorized-share count, initial registered-office street address and county, initial registered agent, every incorporator's name and address, and the initial principal-office mailing address if it differs from the registered office.

Section 14-2-120 assigns execution to an incorporator before directors are selected and permits an attorney-in-fact to sign. The signer states a name and capacity. The current agency procedure confirms that the signature does not need notarization.

The name rule in § 14-2-401 requires a corporate designator, distinguishability on the Secretary of State's records, and an 80-character maximum. Under § 14-2-301, any lawful business is the default; § 14-2-302 supplies perpetual duration, unless the articles choose narrower terms.

Georgia permits a simple share clause or a detailed capital structure

For a basic one-class corporation, the articles state the number of authorized shares; the current agency procedure says the number cannot be zero. If the corporation creates multiple classes, § 14-2-601 requires each class's count and designation and requires its preferences, limitations, and relative rights to be described before shares of that class are issued. Series may also be created within a class.

Par value is optional under § 14-2-202. Section 14-2-602 also permits the articles to authorize the board to determine class or series terms before the affected shares are issued, followed by the required articles of amendment.

Initial directors' names and addresses are optional article terms. The filing does not require officer, shareholder, or beneficial-owner names. Officer names first enter this formation sequence through the initial annual registration in § 14-2-1622.

Filing starts existence, but publication starts immediately

The Secretary of State offers electronically generated online articles, upload of drafted articles through the paper-online route, and mailed paper articles with Transmittal Form CD 227. The current agency sources state a $110 fee.

Section 14-2-203 starts corporate existence when the articles are filed unless they specify delayed effectiveness. Under § 14-2-123, the delayed date cannot be later than the 90th day after filing.

The articles do not travel alone. Section 14-2-201.1 requires an undertaking to publish, which may appear in the articles or a separate instrument. No later than the next business day after filing, the incorporator sends the qualifying county newspaper the notice request and $40. Publication runs once a week for two consecutive weeks and begins within ten days after the newspaper receives the notice. Missing the notice or publication does not invalidate incorporation.

The first registration identifies the principal officers

Section 14-2-1622 requires the initial annual registration within 90 days after the articles are delivered. A corporation whose articles are delivered after October 1 instead files between January 1 and April 1 of the next calendar year. The registration states the registered office and agent, principal-office mailing address, and the names and addresses of the chief executive officer, chief financial officer, and secretary or equivalent officers.

The current profit-corporation registration fee is $60. The agency warns that a corporation that does not file is subject to administrative dissolution.

Organization depends on whether directors were named

If the articles name initial directors, § 14-2-205 has a majority call their organizational meeting to appoint officers, adopt bylaws, and handle other organization business. If no directors are named, the incorporators meet to complete organization themselves or elect a board that will do so.

Section 14-2-206 requires the incorporators or board to adopt initial bylaws. Unanimous written or electronic incorporator consent may replace the incorporator meeting, and § 14-2-821 similarly permits unanimous director consent unless the articles or bylaws require a meeting.

What trips people up

The registered office and principal office are separate article fields. Under § 14-2-501, the registered agent's business office must match the Georgia registered office. The principal-office item is a mailing address and appears only when it differs from the registered office.

The $110 Secretary of State filing fee does not include the $40 paid directly to the newspaper or the later $60 initial annual registration. These are three different payments tied to three different steps.

Georgia does not require a separate registered-agent acceptance with ordinary articles. The articles identify the agent and office, while the current formation procedure lists no consent attachment.

Common questions

Must Georgia articles state a business purpose?

No. Section 14-2-301 supplies the purpose of engaging in any lawful business unless the articles state a narrower purpose.

Must the articles name the first directors?

No. Their names and addresses are optional. If omitted, § 14-2-205 gives the incorporators the organization step or the task of electing a board.

Can Georgia articles choose a later effective date?

Yes. Section 14-2-123 permits a delayed time and date, but the date may not be later than the 90th day after filing.

Does failed publication undo the corporation?

No. Section 14-2-201.1 expressly says failure to deliver or publish the notice does not invalidate incorporation or the filing of the articles.

Statutes and sources

• Georgia Business Corporation Code §§ 14-2-120, 14-2-123, 14-2-201 through 14-2-206, 14-2-301, 14-2-302, 14-2-401, 14-2-501, 14-2-601, 14-2-602, 14-2-821, and 14-2-1622 — execution, article contents, name, purpose, duration, shares, effect, publication, initial registration, and organization. https://unicourt.github.io/cic-code-ga/transforms/ga/ocga/r86/gov.ga.ocga.title.14.html (accessed 2026-08-14)
• Georgia Secretary of State, Filing Procedures for Forming a Georgia Corporation (rev. September 2025) — current paper package, signature, $110 fee, publication, and initial registration. https://sos.ga.gov/sites/default/files/forms/Filing%20Procedure%20-%20Corporation.pdf (accessed 2026-08-14)
• Georgia Secretary of State, Create or Form a New Domestic Entity — online, upload, and mail routes; current $110 filing and $60 initial registration fees. https://sos.ga.gov/how-to-guide/how-guide-register-domestic-entity (accessed 2026-08-14)