How to Get an LLC in GA: Step-by-Step Process Explained
Learn how to form an LLC in Georgia with a clear breakdown of legal steps, compliance details, and ongoing business requirements.
Starting a business in Georgia offers potential advantages, including a favorable tax climate and a growing economy. For many entrepreneurs, forming a Limited Liability Company (LLC) is an appealing option because it combines flexibility with protection for personal assets from business debts. While establishing an LLC is generally straightforward, following the required steps is crucial for legal compliance.
This guide outlines the essential process for setting up an LLC in Georgia.
Name Requirements
Choosing a name for a Georgia LLC involves specific legal guidelines. The name must be unique and distinguishable in the records of the Georgia Secretary of State from existing business names, including corporations, limited partnerships, and other LLCs, whether domestic or foreign entities authorized to operate in the state. Minor variations like adding “a” or “the,” using abbreviations, different punctuation, or plural forms generally do not make a name sufficiently distinct. Business owners should check potential name availability using the search tool on the Georgia Secretary of State Corporations Division website, though this search is not a final guarantee of availability.1Georgia Secretary of State. How to Guide: How to Reserve a Name
Georgia law also requires the LLC’s name to include specific identifiers: “Limited Liability Company,” “Limited Company,” or the abbreviations “L.L.C.”, “LLC”, “L.C.”, or “LC.”2Justia Law. Georgia Code § 14-11-207 (2024) – Name “Limited” can be abbreviated as “Ltd.” and “Company” as “Co.” This designation informs the public about the limited liability status of the owners. The complete name, including spaces and punctuation, must not exceed 80 characters.
The chosen name cannot imply the LLC is organized for a purpose other than what is permitted by law and its formation documents. Words suggesting affiliation with government agencies or regulated industries like banking, insurance, or higher education require specific approval from the relevant state departments (e.g., Department of Banking and Finance, Office of Commissioner of Insurance, Nonpublic Postsecondary Education Commission). Checking requirements with the Secretary of State and relevant licensing bodies is advisable if using potentially restricted terms.
Registered Agent
Every Georgia LLC must continuously maintain a registered agent and a registered office within the state.3Justia Law. Georgia Code § 14-11-209 (2024) – Registered Office and Registered Agent The registered agent acts as the official point of contact for receiving legal documents, such as lawsuit notifications (service of process), and official communications from state agencies. The registered office is the physical street address in Georgia where the agent is available during business hours.
A registered agent must be an individual residing in Georgia, a Georgia corporation or LLC, or a foreign entity authorized to do business in the state. The LLC itself cannot serve as its own agent. The registered agent’s business address must match the LLC’s registered office address on file with the state, and it must be a physical street location; P.O. boxes alone are generally not sufficient.
Maintaining an active registered agent is an ongoing legal obligation. Failure to do so can lead to administrative dissolution or hinder the LLC’s ability to receive important legal notices. If the LLC changes its registered agent or office address, it must update this information with the Secretary of State, typically through an amendment to its annual registration.
Filing the Articles of Organization
The formal step to create a Georgia LLC is filing the Articles of Organization with the Secretary of State’s Corporations Division.4Justia Law. Georgia Code § 14-11-203 (2024) – Formation This document legally establishes the company. It must include the exact name of the LLC, ensuring it complies with state naming rules. While the state provides an optional form (CD 030), filers can draft their own Articles if they meet statutory requirements.5Georgia Secretary of State. Filing Template – Articles of Organization for LLC (CD 030)
The Articles must be signed by at least one organizer, who can be a member, manager, or another person designated for the filing; the organizer does not need to remain associated with the LLC after formation. The signature should indicate the capacity (e.g., “Organizer”).
Filing is primarily done electronically via the Georgia Secretary of State’s eCorp portal, which generally offers faster processing (around 7-10 business days, subject to variation).6Georgia Secretary of State. Filing Procedure – Limited Liability Company Online filing requires creating an account and entering the necessary information. Alternatively, the Articles (Form CD 030 or a custom draft) and a Transmittal Form (Form 231) can be submitted by mail or in person, though this usually takes longer (up to 15 business days plus mail time).
Upon acceptance by the Secretary of State, the LLC is legally formed, effective as of the filing date and time, unless a later date (up to 90 days) is specified. The state’s acceptance serves as proof of formation, and the filer typically receives a Certificate of Organization.
Operating Agreement
While the Articles of Organization create the LLC, an operating agreement governs its internal affairs and member relationships. This document is typically not filed with the Secretary of State. Georgia law defines an operating agreement broadly as any agreement, written or oral, among members concerning the LLC’s business conduct.7Justia Law. Georgia Code § 14-11-101 (2024) – Definitions Having one is not legally mandated.
Adopting an operating agreement is highly recommended, even for single-member LLCs. It allows members to customize rules, overriding default provisions in the Georgia Limited Liability Company Act. Without an agreement, state defaults apply, such as equal profit/loss allocation and per-member voting, regardless of capital contributions or ownership percentages. An operating agreement can specify different arrangements for distributions, voting rights, and management structure (member-managed vs. manager-managed). It can also define or modify fiduciary duties owed by members or managers, within legal limits.
The agreement typically details member identities, ownership interests, capital contributions, rights, responsibilities, procedures for adding or removing members, and dissolution processes. It clarifies the management structure and associated powers. A written agreement is strongly advised over an oral one to provide clarity, prevent disputes, and serve as evidence of terms. For single-member LLCs, a written agreement helps reinforce the legal separation between the owner and the business, supporting liability protection. The LLC is generally bound by its operating agreement, highlighting its importance as the core internal contract.
Licenses and Permits
After forming the LLC, businesses must obtain necessary licenses and permits to operate legally. These requirements come from federal, state, and local levels and depend on the business’s activities and location.
Many LLCs need a federal Employer Identification Number (EIN) from the IRS, especially if hiring employees, operating with multiple members, or choosing corporate taxation. Even single-member LLCs often obtain an EIN to open business bank accounts, build credit, and maintain financial separation. Applying for an EIN is free via the IRS website.
Georgia does not have a single statewide business license, but specific industries and professions require state-level licensing (e.g., accountants, contractors, healthcare providers), often managed by boards under the Secretary of State’s Professional Licensing Boards Division.8Georgia Secretary of State. First Stop Business Information Center Businesses selling tangible personal property must register with the Georgia Department of Revenue for a sales and use tax certificate. LLCs with employees must register for a withholding tax number. Other state permits may relate to environmental rules, food service, or alcohol sales.
Nearly all Georgia LLCs need local licenses, often called occupational tax certificates or general business licenses, issued by the city (if located within city limits) or county (if in an unincorporated area). These grant permission to operate locally and often involve an occupational tax based on factors like employee count or gross receipts. Zoning approval and safety inspections may also be required. Contacting the relevant city or county government is necessary to determine specific local requirements and fees.
Filing Fees and Annual Registration
Forming a Georgia LLC involves initial and ongoing costs. The fee for filing the Articles of Organization is $100.00 when submitted electronically via the state’s eCorp portal.9Georgia.gov. Register an LLC with Georgia Secretary of State Filing by mail or in person costs $110.00 ($100 fee plus a $10.00 service charge). This is a one-time payment due at formation.
Georgia LLCs must also file an annual registration with the Secretary of State to maintain active status.10Justia Law. Georgia Code § 14-11-1103 (2024) – Annual Registration This filing updates the state’s records on the LLC’s principal office and registered agent. The annual registration is due between January 1st and April 1st each year, starting the calendar year after the LLC’s formation year.11Georgia.gov. Renew an LLC
The annual registration fee is $50.00 per year if filed electronically or postmarked by the April 1st deadline. Filing by mail adds a $10.00 service charge, making the paper filing fee $60.00 if on time. Filers can pay for one, two, or three years at once online ($50 per year).
Timely filing is essential. Failure to file by April 1st incurs a $25.00 late penalty. If the registration, fees, and penalty are not submitted within 60 days after the deadline, the Secretary of State may begin administrative dissolution proceedings. An administratively dissolved LLC loses its authority to conduct ongoing business and must apply for reinstatement, involving additional costs, to regain active status.
