Complete Guide to Forming an S-Corp in Georgia
Official Requirements 2025
Bottom Line Up Front
Georgia S-Corp Formation requires five core steps: File Articles of Incorporation with the Georgia Secretary of State ($100-$110 fee), obtain an Employer Identification Number (EIN) from the Internal Revenue Service (free), file IRS Form 2553 to elect S-Corp status (free), register with the Georgia Department of Revenue (free), and file annual registrations. Processing time: 7-15 business days for standard filing, plus IRS S-Corp election processing.
Understanding S-Corporation Structure
What is an S-Corporation?
An S-Corporation is not a separate business entity type—it's a federal tax election that allows eligible corporations to avoid double taxation. According to the IRS, S corporations pass corporate income, losses, deductions, and credits through to shareholders for federal tax purposes.
Key Benefits of S-Corp Election
- Pass-through taxation: Avoids double taxation on corporate profits
- Self-employment tax savings: Owners can take salary + distributions
- Limited liability protection: Personal assets protected from business debts
- Professional credibility: Corporate structure enhances business image
Step 1: Verify S-Corporation Eligibility
IRS S-Corporation Requirements
Before beginning formation, ensure your business meets IRS S-Corporation eligibility requirements:
- Domestic corporation: Must be U.S.-based entity
- Maximum 100 shareholders
- Eligible shareholders only: Individuals, certain trusts, and estates (no partnerships, corporations, or non-resident aliens)
- One class of stock: Different voting rights permitted, but only one class of stock
- Calendar tax year: Generally required (fiscal years require special approval)
- Not an ineligible corporation: Cannot be financial institution, insurance company, or domestic international sales corporation
Step 2: Choose and Reserve Corporate Name
Georgia Corporate Name Requirements
The Georgia Secretary of State requires corporate names to:
- Include corporate identifier: Must end with "Corporation," "Incorporated," "Company," "Corp.," "Inc.," or "Co."
- Be distinguishable: Must differ from existing Georgia entities in the Corporations Division database
- Maximum 80 characters: Including punctuation and spaces
- Avoid prohibited implications: Cannot suggest unauthorized government affiliation
Name Verification and Reservation Process
Name Reservation Details:
- Cost: $25 reservation fee
- Duration: 30 days from approval
- Method: Request through Georgia Secretary of State
- Authority: Georgia Secretary of State Corporations Division
Step 3: Appoint Registered Agent and Directors
Georgia Registered Agent Requirements
Georgia law requires every corporation to maintain a registered agent who:
- Must have a Georgia street address (P.O. boxes not accepted)
- Must be available during business hours to receive legal documents
- Can be an individual Georgia resident or authorized business entity
- Acts as official contact for service of process and state correspondence
Director Requirements
- Minimum one director required for Georgia corporations
- No residency requirement for directors
- Must be at least 18 years old
Step 4: File Articles of Incorporation with Georgia Secretary of State
Required Information for Articles of Incorporation
The Georgia Secretary of State requires these details in Articles of Incorporation:
- Corporate name (as verified in Step 2)
- Registered agent name and Georgia street address
- Number of authorized shares (cannot be zero)
- Incorporator information (person filing the Articles)
- Principal office mailing address
- Purpose of corporation (can be general business purposes)
Filing Methods and Fees
Online Filing (Recommended)
- Process: Georgia Secretary of State online services portal
- Fee: $100
- Processing Time: 7 business days
- Payment: Credit card (Visa, MasterCard, American Express, Discover)
- Expedited Options:
- 2 business days: $100 additional fee
- Same day: $250 additional fee (if submitted before noon)
Mail Filing
- Fee: $110 ($100 filing + $10 service charge)
- Processing Time: 15 business days
- Required Forms: Articles of Incorporation + Transmittal Form (CD 227)
- Payment: Check or money order payable to "Georgia Secretary of State"
- Mail Address:
Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334
In-Person Filing
- Fee: $110
- Processing Time: Varies
- Expedited Options: Same as mail filing, plus one-hour processing for $1,000 additional
Step 5: Obtain Federal Employer Identification Number (EIN)
EIN Requirement
The Internal Revenue Service requires all corporations to obtain an EIN for:
- Federal tax filing purposes
- S-Corporation election filing
- Opening business bank accounts
- Hiring employees
EIN Application Process
Authority: Internal Revenue Service (IRS)
Cost: Free (beware of fee-charging websites)
Method: Online at IRS.gov
Online Application Steps
- Visit IRS EIN Assistant at IRS.gov
- Complete application with corporation information
- Provide responsible party SSN or ITIN
- Receive EIN immediately upon approval
Step 6: File IRS Form 2553 for S-Corporation Election
S-Corporation Election Process
Form Required: IRS Form 2553 - Election by a Small Business Corporation
Cost: Free
Authority: Internal Revenue Service
Critical Filing Deadlines
For New Corporations:
- File within 2 months and 15 days after beginning of first tax year
- For calendar year: Must file by March 15 if incorporating before January 1
For Existing Corporations:
- File by March 15 of the year you want S-Corp status to take effect
Required Information for Form 2553
- Corporation name (exactly as filed with Georgia Secretary of State)
- Federal EIN (from Step 5)
- Business address
- Tax year information
- All shareholders must consent by signing the form
Form 2553 Filing Process
- Download Form 2553 from IRS website
- Complete all required sections including shareholder consent
- Obtain signatures from all shareholders
- Mail or fax to appropriate IRS service center
- Keep copies for your records
Late Election Relief
If you miss the deadline, you may qualify for late election relief under Rev. Proc. 2013-30 by demonstrating reasonable cause and meeting specific requirements.
Step 7: Register with Georgia Department of Revenue
Georgia Business Registration
Required for: Corporations conducting business in Georgia
Authority: Georgia Department of Revenue
Method: Online through Georgia Tax Center
Cost: Free
Registration Requirements
- Federal EIN (from Step 5)
- Georgia business address
- Business activity description
- Anticipated start date
Registration Process
- Access Georgia Tax Center online
- Select "Register a New Business"
- Complete corporation information
- Submit registration
- Receive state tax ID and Certificate of Registration
Step 8: File Initial Annual Registration with Georgia Secretary of State
Initial Annual Registration Requirement
Timing: Within 90 days of incorporation
Fee: $50 for profit corporations plus $10 service charge ($60 total)
Authority: Georgia Secretary of State
Form: Lists three principal officers
Exception: Corporations formed between October 2 and December 31 must file initial registration between January 1 and April 1 of the following year.
Step 9: Publish Notice of Incorporation
Publication Requirement
Georgia law requires corporations to publish a notice of intent to incorporate in:
- Official legal organ of the county where registered office is located, OR
- Newspaper of general circulation with at least 60% paid subscriptions
Find legal organs at: Georgia Superior Court Clerks or contact your county's clerk of superior court.
Step 10: Create Corporate Bylaws and Hold Initial Meeting
Corporate Bylaws
Purpose: Internal document governing corporate operations
Required Elements:
- Board of directors procedures
- Officer roles and responsibilities
- Shareholder meeting protocols
- Stock issuance procedures
- Amendment procedures
Note: Bylaws are not filed with the Georgia Secretary of State but maintained by the corporation.
Initial Organizational Meeting
Actions Required:
- Adopt bylaws
- Elect initial directors
- Appoint officers
- Issue stock certificates
- Open corporate bank account
Step 11: Maintain Annual Compliance
Georgia Annual Registration
Requirement: All Georgia corporations must file annual registration
Due Date: Between January 1 and April 1 each year
Fee: $55 annually
Filing Options: Online through Georgia Secretary of State portal or by mail
Consequence: Administrative dissolution for non-compliance
Multi-Year Filing Option
Georgia allows filing for up to 3 years in advance to reduce administrative burden.
Georgia S-Corporation Tax Filing
Form Required: Form 600S - S Corporation Tax Return
Due Date: 15th day of third month after tax year end (March 15 for calendar year)
Authority: Georgia Department of Revenue
Automatic Extension: 6 months to file (payment still due by original deadline)
Nonresident Shareholder Requirements
Important: Georgia requires nonresident shareholders to execute Form 600 S-CA, agreeing to pay Georgia income tax on their proportionate share of Georgia income, or the S-Corporation election will be terminated for Georgia purposes.
Georgia Tax Obligations for S-Corporations
State Tax Requirements
Georgia recognizes S-Corporation status when properly elected, meaning:
- Pass-through taxation: Shareholders pay 5.75% Georgia income tax on their share
- Corporate income tax: S-Corp itself generally not subject to Georgia corporate income tax
- Net Worth Tax: May apply if corporation has significant net worth
Required Tax Filings
- Form 600S: S-Corporation Tax Return (due March 15)
- Sales Tax Returns: If selling taxable goods or services
- Withholding Tax Returns: If having employees
- Net Worth Tax Return: If applicable based on corporation's net worth
Timeline and Cost Summary
Total Formation Timeline
- Georgia incorporation: 7-15 business days
- IRS EIN: Immediate online
- S-Corp election processing: 60-90 days typical
- Georgia tax registration: Same day to few hours
Total Formation Costs
| Item | Cost | Authority |
|---|---|---|
| Articles of Incorporation (online) | $100 | Georgia Secretary of State |
| Articles of Incorporation (mail) | $110 | Georgia Secretary of State |
| Federal EIN | Free | Internal Revenue Service |
| S-Corporation Election (Form 2553) | Free | Internal Revenue Service |
| Georgia Tax Registration | Free | Georgia Department of Revenue |
| Total Minimum Cost | $100-$110 | Multiple agencies |
Ongoing Annual Costs
| Item | Cost | Frequency |
|---|---|---|
| Georgia Annual Registration | $55 | Every year |
| Professional registered agent | $50-$300 | Every year (optional) |
| Total Annual Cost | $55+ | Varies |
Optional Costs
- Name reservation: $25 (optional)
- Expedited filing: $100-$1,000 additional (optional)
- Professional services: Varies (recommended for complex structures)
- Publication costs: Varies by county newspaper rates
Important Legal and Tax Considerations
Professional Legal and Tax Advice
The Georgia Secretary of State strongly recommends professional legal, tax, and business advice to ensure:
- Proper corporate formalities
- Compliance with all requirements
- Optimal tax planning strategies
- Protection of limited liability status
Corporate Formalities
Maintain corporate status by:
- Holding annual shareholder and board meetings
- Keeping detailed corporate records
- Separating personal and corporate finances
- Following bylaws and corporate resolutions
S-Corporation Restrictions
- Salary requirement: Owner-employees must receive reasonable salary
- Distribution limitations: Distributions cannot exceed stock basis
- Stock transfer restrictions: New shareholders must meet eligibility requirements
- Tax year limitations: Generally must use calendar year
Official Resources and Contact Information
Primary Authorities
| Agency | Function | Contact |
|---|---|---|
| Georgia Secretary of State | Corporation formation, annual compliance | sos.ga.gov, (404) 656-2817 |
| Corporations Division | Articles of Incorporation filing | (404) 656-2817 |
| Internal Revenue Service | EIN application, S-Corp election | IRS.gov, (800) 829-4933 |
| Georgia Department of Revenue | State tax registration and filing | dor.georgia.gov, (877) 423-6711 |
Online Resources
- Georgia Corporation Formation: georgia.gov/register-corporation
- Georgia Business Forms: sos.ga.gov/page/georgia-business-forms
- IRS S-Corporation Information: IRS.gov/businesses/small-businesses-self-employed/s-corporations
- Form 2553 Instructions: IRS.gov/instructions/i2553
- Georgia Tax Center: gtc.dor.ga.gov
- Georgia S-Corp Tax Information: dor.georgia.gov/s-corporations-faq
Frequently Asked Questions
Do I need to live in Georgia to form a Georgia S-Corporation?
No. Georgia allows non-residents to form corporations, but you must maintain a Georgia registered agent and comply with Georgia tax requirements for any Georgia-source income.
Can I convert my existing LLC to an S-Corporation?
No. LLCs cannot convert to corporations. However, LLCs can elect to be taxed as S-Corporations by filing Form 2553 without changing their legal structure.
What happens if I miss the S-Corporation election deadline?
You may qualify for late election relief if you can demonstrate reasonable cause and meet specific IRS requirements. File Form 2553 with "FILED PURSUANT TO REV. PROC. 2013-30" noted at the top.
Do I need to hold formal meetings as an S-Corporation?
Yes. Corporations must maintain corporate formalities including annual shareholder meetings, board of directors meetings, and proper record-keeping to maintain limited liability protection.
How is an S-Corporation taxed in Georgia?
Georgia recognizes S-Corporation status when properly elected. Shareholders pay Georgia income tax on their proportionate share of Georgia income, and the corporation files Form 600S.
What is the reasonable salary requirement?
S-Corporation owner-employees must receive reasonable compensation for services performed. This prevents avoiding payroll taxes by taking only distributions. The IRS examines industry standards, duties performed, and other factors to determine reasonableness.