How to Start an LLC in Georgia: Your Step-by-Step Guide
If you’re wondering how to start an LLC in GA, you should know that you’ve chosen a prime location from which to launch your business. For years, Georgia has ranked highly as having both a strong state business environment and a low regulatory burden for commercial enterprises. These benefits, combined with the limited personal liability associated with running an LLC, make starting an LLC in Georgia a potentially savvy business move.
Is Launching an LLC in Georgia Best for Your Business?
Before learning about how to start an LLC in GA, it’s important to confirm that an LLC structure best fits your entrepreneurial vision. There are four primary legal structures that can be used to form businesses. Each has potential advantages and drawbacks. Discussing the pros and cons of each structure with an attorney before committing to one over the others can help to ensure that your company maximizes its potential from the very start.
The four main business structure types are:
- Sole Proprietorship. Owned by a single individual, little to no reporting requirements, taxed via personal return, no personal liability protection
- Partnership. Owned by multiple parties, few reporting requirements, flexible management structure, usually taxed via personal returns, usually no personal liability protection for partners
- Limited Liability Company. Owned by one or more parties, some reporting requirements, relatively flexible management structure, can be taxed individually or as a corporation, personal liability protection for members
- Corporation. Owned by shareholders, significant reporting requirements, managed by a board of directors, taxed as a corporation, personal liability protection for members
If you decide that structuring your business as an LLC is the best option for your company, the basics of how to start an LLC in GA can be summarized by the following steps.
Choose Your Legal Name
Many new business owners assume that they can name their company whatever they choose. However, the state of Georgia protects the branding efforts of companies already operating in the state by prohibiting new businesses from assuming company names that are already taken.
Therefore, you’ll need to conduct a search of Georgia’s businesses to determine if your chosen name is available. If the answer is yes, you’ll also want to speak with an attorney about doing a nationwide trademark search for your company name. Taking this step proactively can help avoid a costly intellectual property lawsuit down the road.
When naming your business, you’ll need to keep these LLC Georgia-specific requirements in mind:
- A name must be distinguishable from existing company names (for example, simply adding an “a” or “the” in front of a different company’s name, or adjusting words to become singular or plural will not make your preferred name distinguishable)
- The use of some naming words, including specific terms related to banking, insurance, and education, are controlled by state law and may require agency approval
- An LLC name cannot exceed 80 characters, including spaces and punctuation
- One of the following terms or abbreviations must be part of an LLC’s official name: Limited liability company/co., limited/ltd. company, L.L.C., LLC, L.C. or LC
After you’ve identified an available name, you can submit a name reservation to the Georgia Secretary of State’s office along with a $25 reservation fee.
Trade Names
If you’re frustrated that your formal company name of choice — complete with LLC or comparable term/abbreviation — doesn’t reflect your brand, don’t worry. In Georgia, you can use a so-called “fictitious” business name after registering your formal business name and including it on your company’s articles of incorporation.
This assumed name may also be referred to as a trade name or a “doing business as” (DBA) name. Before using a DBA, you’ll need to register it with the clerk of the County Superior Court where the principal office of your company is based.
Designate a Registered Agent and a Registered Office
Another important step involved in how to start an LLC in GA is the designation of a registered agent. A registered agent serves as an LLC’s official point of contact for legal correspondence.
The agent can either be a physical person who resides in Georgia or a company acting on behalf of your LLC. You or another member of your LLC can also act as your company’s registered agent.
If you choose a company to act on your LLC’s behalf, it must either operate in Georgia or have a certificate of authority to conduct business in Georgia. Whether you choose an individual or a company, the registered agent’s business office address will serve as the address of your LLC’s official registered office.
Obtain a Business License and Other Required Permissions
In Georgia, each LLC must secure a business license before becoming operational. Licensing is specific to each industry, so it’s a good idea to connect with your local business licensing office to determine the kind of license you’ll need. The licensing office can also help you determine any other permits that your business may need to acquire before launching and may offer resources to support local business growth.
Figuring out how to start an LLC in GA is more complicated for companies that employ workers. In addition to a business license and permits, you’ll need a federal employment identification number (EIN) if you’re not running a single-member LLC. If your LLC has three or more members, or your regular employee plus LLC member total is three or more, you’ll also need Georgia workers’ compensation insurance.
Finally, if your company will be selling goods, make sure to secure a Georgia sales tax identification number.
File Your Company’s Articles of Organization
The bread and butter of how to start an LLC in GA is drafting and filing your new company’s articles of organization. Unlike many other states, Georgia doesn’t require extensive information to complete this document. However, you’ll still want to be careful when filling it out because it serves as legal notice to the government of your company’s existence. If you make a mistake on this form, the process of undoing that mistake can be stressful, time-intensive, and potentially costly.
When filling out this form, you’ll need to provide the following information:
- The legal name of your LLC
- A $100 filing fee
- The effective date of the filing, which can be delayed from the day it’s received by the Secretary of State but can’t delayed more than 90 days post-receipt
- The signatures of at least one LLC member, manager, organizer or attorney-in-fact
You can file this document online or by mail. If you don’t file electronically, you’ll be charged an additional $10 filing fee and you’ll also need to fill out Transmittal Form CD 231. Regardless of how you submit this documentation, allow two to three weeks for processing.
Create an LLC Operating Agreement
An LLC operating agreement is a written agreement that highlights the organizational details of your business. When deciding how to start an LLC in GA, it’s best practice to draft one even though it’s not a strict requirement. The operating agreement should include:
- Whether your LLC will be taxed personally or as a corporation
- Voting rights and responsibilities of each member
- Meeting schedule and procedures
- Rules and procedures for buy-sell arrangements, buyouts, membership modification and dissolution
- Powers, duties, and restrictions concerning members, managers and investors
- Profit and loss distribution mandates
- Member ownership percentage breakdown
Without a signed operating agreement in place, it could be difficult to enforce any processes or procedures that define your business relationship with your fellow LLC members. Additionally, if you don’t specify the ways in which your LLC is going to operate, a court may impose generalized Georgia state law on your enterprise in the event of a dispute.
How to Start an LLC in Georgia FAQ
Can other business structures be converted to LLCs in Georgia?
Most corporations and partnerships can be converted to LLCs in Georgia. Before a partnership or corporation can officially change the status of its legal structure, the proper certificate of conversion appropriate for the switch and LLC articles of organization must be filed with the Georgia Secretary of State.
How can you register a foreign LLC in Georgia?
If your LLC is a brand-new business, you’ll follow the steps outlined above when determining how to start an LLC in GA. However, if your LLC is already operational in a location outside of Georgia and you want to conduct business in The Peach State, you’ll need to follow a different formation process.
Does Georgia require professionals to form PLLCs?
The steps for how to start an LLC in GA are the same for professional LLCs as they are for all other LLCs. Unlike many other states, Georgia doesn’t recognize PLLCs as a business structure option. Companies offering professional services can operate as standard LLCs or as professional corporations (PCs).
Are there ongoing reporting requirements for Georgia LLCs?
Although ongoing reporting requirements don’t dictate how to start an LLC in GA, you’ll want to keep them in mind so that you don’t get in trouble with the state for forgetting to submit required documentation. Each year, you’ll need to file an annual registration statement on behalf of your LLC. This form can be filed online or sent in via mail in addition to a $50 fee.
While the annual registration statement must be filed before April 1 of every calendar year, you can file an amended annual registration statement (along with a $20 fee) at any time.
Can Georgia LLCs be modified or dissolved?
You can amend your LLC’s articles of organization by filing a formal amendment with the Georgia Secretary of State. This process will allow you to amend any aspect of your LLC’s articles of organization (including a name change) that may be necessary as your company’s needs and circumstances evolve.
If you choose to voluntarily dissolve your LLC, you’ll need to notify creditors and claimants, as well as file a notice of termination with the Georgia Secretary of State. If you need some time to get your company’s affairs in order before formally terminating its LLC status, you can file a Statement of Winding Up with the Secretary of State. Taking this step will allow you time to complete notification activities even after the company’s operations have ceased and the business is legally dissolved.
Ready to Learn More About How to Start an LLC in GA?
Ensure that you don’t miss any steps when forming a Georgia LLC. Online resources can walk you through the basics of the process of forming a Georgia LLC efficiently and effectively.
Legal Disclaimer: This article contains general legal information but does not constitute professional legal advice for your particular situation and should not be interpreted as creating an attorney-client relationship. If you have legal questions, you should seek the advice of an attorney licensed in your jurisdiction.
