Professional Corporation / PLLC Formation Packet — Georgia

Professional Corporation / PLLC Formation Packet — Georgia

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ Each proposed shareholder/member holds a current, active Georgia license in the single profession to be practiced: [________________________________]
☐ License numbers recorded and verified with the relevant Georgia board: [________________________________]
☐ No disciplinary action pending against any proposed owner, director/governor, or officer/manager
☐ If relying on an O.C.G.A. § 14-7-4 joint-practice exception, confirmed the exception applies and is not barred by either profession's ethics rules

Entity Choice

☐ Chosen entity form: ☐ Professional Corporation (Chapter 7 election under Chapter 2) ☐ Professional LLC (Georgia LLC Act)
☐ Confirmed the profession's board permits the chosen form (some boards restrict ownership/management; verify under § 14-11-1107(g) for LLCs)

Name & Designation

☐ Name searched for availability on the Georgia SOS Corporations Division business search
☐ PC name includes a permitted designation under O.C.G.A. § 14-7-6 (e.g., "P.C.," "P.A.," "Professional Corporation," "Professional Association")
☐ PLLC name includes "LLC"/"L.L.C." etc. under O.C.G.A. § 14-11-207
☐ Name reserved if needed (optional name reservation through eCorp)

Registered Agent & Office

☐ Georgia registered agent designated with a Georgia street address
☐ Principal office address confirmed

Fees & Insurance

☐ Filing fee confirmed on the current SOS fee schedule
☐ Initial annual registration ($50) calendared (due within 90 days of incorporation/organization)
☐ Professional liability / malpractice insurance obtained or confirmed (recommended; some boards require it)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Articles of Incorporation — Georgia Professional Corporation

ARTICLES OF INCORPORATION OF [PC NAME], [P.C. / P.A. / PROFESSIONAL CORPORATION]

A Georgia Professional Corporation organized under O.C.G.A. § 14-7-1 et seq. and the Georgia Business Corporation Code, O.C.G.A. § 14-2-101 et seq.

The undersigned incorporator(s), each a natural person licensed to practice the profession named below in the State of Georgia, adopt the following Articles of Incorporation:

Article I — Name

The name of the corporation is [PC NAME], and the name includes a designation permitted by O.C.G.A. § 14-7-6:

• ☐ Professional Corporation / "P.C."
• ☐ Professional Association / "P.A."
• ☐ "Associated"
• ☐ Other permitted designation: [________________________________]

Article II — Professional Purpose

The corporation is organized for the sole and specific purpose of rendering the single professional service of [PROFESSION — e.g., the practice of medicine / law / dentistry / public accountancy / architecture] and services ancillary thereto, and for no other purpose, as required by O.C.G.A. §§ 14-7-3 and 14-7-4. The corporation elects to be governed by Chapter 7 of Title 14 (the Georgia Professional Corporation Act), as required by O.C.G.A. § 14-7-3.

Article III — Registered Agent and Registered Office

The registered agent of the corporation in Georgia is [________________________________], whose Georgia street (registered office) address is [________________________________], Georgia [____]. The registered agent has consented to serve (O.C.G.A. § 14-2-501).

Article IV — Capital Stock

A. The corporation is authorized to issue [____] shares of [common] stock, [par value $[____] per share / no par value].

B. Ownership restriction (O.C.G.A. § 14-7-5). Shares may be issued to and held only by individuals licensed to practice [PROFESSION] in Georgia (or, where the profession's board permits, by professional corporations of the same profession). Any issuance or transfer to a non-licensed person is void.

Article V — Incorporator(s)

Article VI — Directors

A. The initial board consists of [____] director(s).

B. Each director must be an individual licensed to practice [PROFESSION] in Georgia.

Article VII — Professional Licensing and Standards

A. The corporation shall render professional services in Georgia only through officers, employees, and agents who are duly licensed to render those services (O.C.G.A. § 14-7-7).

B. Each shareholder, director, and officer shall maintain a current, active Georgia license in [PROFESSION].

C. Nothing in these Articles diminishes the jurisdiction of the [NAME OF GEORGIA LICENSING BOARD] over any licensed person rendering services through the corporation. The corporation shall promptly notify the board of any change in ownership, directors, or officers that the board's rules require.

D. The professional liability of each person rendering professional services is governed by O.C.G.A. § 14-7-7 and is not limited by the corporate form.

Article VIII — Share-Transfer Restriction; Mandatory Buy-Back

A. Restriction. No shareholder may sell, assign, pledge, or otherwise transfer shares to any person who is not licensed to practice [PROFESSION] in Georgia, except as expressly permitted by law. Any transfer in violation of this Article is void (O.C.G.A. § 14-7-5).

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder, or upon a shareholder becoming a disqualified person (license revoked, suspended, surrendered, lapsed, or the shareholder otherwise ceasing to be legally authorized to practice [PROFESSION] in Georgia), the corporation shall purchase, or cause a qualified person to purchase, that shareholder's shares within [____] days. Until the purchase is completed, the disqualified shareholder (or estate) shall not exercise any voting or other governance rights and shall hold only the right to receive the purchase price.

C. Purchase price. The price shall be determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value determined by an independent appraiser
• ☐ The formula in the Shareholders' Agreement dated [__/__/____]
• ☐ Other: [________________________________]

D. Legend. Each stock certificate (or ownership record for uncertificated shares) shall bear a legend describing these restrictions.

Article IX — Dissolution

A. Upon dissolution, all pending professional matters shall be transferred to or completed by a person licensed to practice [PROFESSION] in Georgia.

B. The corporation shall give the [GEORGIA LICENSING BOARD] notice of dissolution within [____] days, where the board's rules require.

4. Articles of Organization — Georgia Professional LLC

ARTICLES OF ORGANIZATION OF [LLC NAME], LLC

A Georgia limited liability company organized under the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., to render professional services as authorized by O.C.G.A. § 14-11-1107(f).

Article I — Name

The name of the company is [LLC NAME], LLC, which contains a designation required by O.C.G.A. § 14-11-207 ("limited liability company," "LLC," "L.L.C.," "L.C.," or "LC").

Article II — Professional Purpose

The company is organized to render the single professional service of [PROFESSION] and services ancillary thereto, as permitted by O.C.G.A. § 14-11-1107(f), and for no other professional service. The company shall comply with all rules of the [GEORGIA LICENSING BOARD] governing the practice of [PROFESSION].

Article III — Registered Agent and Registered Office

The registered agent in Georgia is [________________________________], whose Georgia street address is [________________________________], Georgia [____] (O.C.G.A. § 14-11-209).

Article IV — Management

The company is:

• ☐ Member-managed
• ☐ Manager-managed

All members and (if manager-managed) all managers who render or supervise professional services must be licensed to practice [PROFESSION] in Georgia, to the extent required by the [GEORGIA LICENSING BOARD] under O.C.G.A. § 14-11-1107(g).

Article V — Professional Licensing

A. Professional services shall be rendered only through members, managers, employees, and agents duly licensed to render them in Georgia.

B. The relationship of any licensed person to the company does not diminish the jurisdiction of the [GEORGIA LICENSING BOARD] over that person (O.C.G.A. § 14-11-1107(g)).

C. Each licensed person remains personally liable for the person's own negligent or wrongful professional acts; the LLC form does not alter professional-liability law.

Article VI — Membership-Transfer Restriction; Mandatory Buy-Back

A. Restriction. No member may transfer a membership interest (including the right to participate in management) to any person who is not licensed to practice [PROFESSION] in Georgia where the [GEORGIA LICENSING BOARD] so requires. A transfer in violation of this Article is void to the extent it would confer management or professional-practice rights on a non-licensed person.

B. Mandatory buy-back. Upon a member's death or disqualification (loss of the license required to practice [PROFESSION] in Georgia), the company shall purchase or cause the purchase of that member's interest within [____] days, at a price determined by [☐ book value ☐ fair market value by independent appraiser ☐ formula in the Operating Agreement ☐ other: [____________]]. The disqualified member shall not exercise management rights pending the purchase.

Article VII — Organizer

5. Licensing-Board Approval / Registration Block

☐ Board confirmation obtained — The [GEORGIA LICENSING BOARD] has confirmed the entity form, name, and ownership/control structure comply with the board's rules. Confirmation/letter dated [__/__/____] attached as Exhibit A.

☐ No board pre-filing approval required — For this profession, Georgia does not require a board certificate to accompany the Articles. The entity will nonetheless comply with all board rules and notify the board of ownership changes as required.

Signature Blocks

Incorporator (PC):

Organizer (PLLC):

Registered Agent Consent (both forms):

The undersigned consents to serve as registered agent for the entity named above.

Sources and References

• Georgia Professional Corporation Act, O.C.G.A. § 14-7-1 et seq. — https://law.justia.com/codes/georgia/title-14/chapter-7/
• O.C.G.A. § 14-7-3 (Election; filing under Chapter 2) — https://law.justia.com/codes/georgia/title-14/chapter-7/section-14-7-3/
• O.C.G.A. § 14-7-4 (One profession; joint-practice exceptions) — https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-7-4/
• O.C.G.A. § 14-7-6 (PC name designations) — https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-7-6/
• O.C.G.A. § 14-11-207 (LLC name) — https://law.justia.com/codes/georgia/title-14/chapter-11/article-2/section-14-11-207/
• O.C.G.A. § 14-11-1107(f)–(g) (Professional services through an LLC) — https://codes.findlaw.com/ga/title-14-corporations-partnerships-and-associations/ga-code-sect-14-11-1107/
• Georgia Secretary of State, Corporations Division (eCorp filing portal) — https://ecorp.sos.ga.gov/
• Georgia SOS, Professional corporation / LLC filing information — https://sos.ga.gov/how-to-guide/how-guide-corporations