Georgia S Corporation Formation
When you form your S Corporation in Georgia, you’ll first submit Articles of Incorporation
to the Corporation Bureau of the Department of State. You may wish to review
sample Georgia Articles of Incorporation to assist you in drafting your
own. When they file your Articles and record your information, you’ll then be a
legal corporation. The “S” status is a distinction at the IRS level and determines
how your corporation will be taxed.
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Steps to Forming a Georgia S Corporation
The first step in forming an S Corporation is to draft and file Articles of Incorporation
with the Secretary of State of Georgia. The following information must be present
in your Georgia Articles:
- Name: The corporate name you select must be available for use in Georgia. To determine
if your name is available for use, ClickAndInc.com can perform a
corporate name search for you.
- Shares: You must list the amount of shares your corporation is authorized to issue;
this number cannot be 0.
- Registered Agent: Your registered agent can be either an individual with a physical
address in Georgia, or a business that is registered in Georgia as either a domestic
or foreign entity. A PO Box is not an accepted address—the address must be a physical
address.
- Incorporator: The name, address, and signature of the person who drafted the Articles
of Incorporation should be provided here.
- Principal Mailing Address: The address to which correspondence from the Secretary
of State should be sent will be set forth here. This may or may not be a PO Box.
Have ClickAndInc.com prepare and file your
Georgia Articles of Incorporation for you!
Further Responsibilities of a Georgia S Corporation
After your Articles of Incorporation have been filed, you have 75 days to file an
S Corporation Election Form (form 2553) with the IRS. This form will give you S
Corporation status and allow you to be taxed accordingly.
Georgia requires that all business entities registered with the Secretary of State,
including S Corporations, file an annual registration. The annual registration will
provide current information on management structure, registered agent, and mailing
address. This ensures that the state continues to have up-to-date information on
your company.
According to O.C.G.A. §14-2-201.1, it is required that you publish notice of your
filing in a newspaper of general circulation in the county in which your Registered
Agent is located. Your Clerk of Superior Courts can help you locate an appropriate
newspaper.
More Information about a Georgia S Corporation
Your Georgia S Corporation:
- Can have up to 100 owners/shareholders, but no more
- May deduct the cost of benefits provided to employers (such as parking permits,
health insurance, and so on)
- Has a board of directors, which oversees the policies of the corporation
- Cannot have more than one class of shares
- Issues limited liability for owners
- Must be owned by US citizens or resident aliens
- Is taxed as owners’ income, not as a separate entity
- Allows business losses to be deducted on the owners’ individual tax returns
- Must pay payroll tax
For an S corporation, only the salary paid to the owner-employee is subject to employment
tax. The remaining income that is paid as a distribution is not subject to employment
tax under IRS rules. Therefore, an owner of an S corporation stands to realize substantial
employment tax savings. However, the salary you give yourself must not be artificially
low; if the IRS finds your salary unreasonable, they may reclassify some of the
distribution funds as salary and require you to pay taxes on it.
Georgia Startup Quicklinks
For information on other types of businesses in Georgia, please explore the links
below.